It's nerve-wracking to act alongside George Clooney -- and he knows it.

Wednesday night following TheWrap's screening of The Descendants at the Landmark Theater, actors Shailene Woodley, Judy Greer, Matthew Lillard and Nick Krause -- along with producer Jim Burke -- talked about working with the film's leading man on the family drama.

It was a challenge to be in some feisty arguments with him. He's a good arguer, Woodley said during TheWrap Awards Screening Series discussion moderated by Editor-in-Chief Sharon Waxman.

The 20-year-old actress, who plays the rebellious older daughter of Clooney's character, is up for Golden Globe, Independent Spirit and SAG Awards, and recently won a National Board of Review prize for her role in the film.

He goes out of his way to make you feel comfortable as an actor, Woodley said. It was exciting for me to learn from him, and have to raise the bar and rise to the occasion.

For his role in The Descendants, Clooney recently won the National Board of Review Award for Best Actor and has been nominated for a SAG Award.

For their own part, Woodley, Greer and Lillard -- along with Clooney, Beau Bridges and Robert Forster -- have been nominated for the SAG Award for Outstanding Performance by a Cast in a Motion Picture. Nominations were announced Wednesday morning.

I read about it on TheWrap, said Lillard, who was on crutches following surgery a couple of days earlier.

Lillard revealed that he almost didn't audition for the role of real estate agent Brian Speer in Alexander Payne's film.

I've been in most of the bad movies ever made, said the actor, who is best known for his roles in Scream and Scooby Doo. I had no confidence whatsoever that I'd get the part. A script of this ilk is not in my wheelhouse.

My biggest fear was that I'd be the joke of the film, he added.

The actor who earns the most laughs in The Descendants is actually Krause, who plays the happy-go-lucky teen Sid. Krause said he taped his early video audition for the role on a cell phone.

I have it somewhere, but it's pretty embarrassing, he said.

Woodley said she found out she landed the role of Alex King after getting a phone call from Payne.

I have the voicemail saved still, she said.

The actors and Burke raved about the directorial skills of Payne, who is up for two Golden Globes.

He's so intimate, standing there next to the camera, he's a part of a scene almost, Greer said, recalling one of the film's final scenes. When he says, 'Cut,' it doesn't feel like the mood changes.

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