Ellen Pompeo felt “uncomfortable” filming that sex scene with T.R. Knight for “Grey’s Anatomy.”

The actress reflected on the awkward moment while speaking to podcast host Alex Cooper about her character, Meredith Grey, “rebounding” with Knight’s George O’Malley in the show’s second season.

“Can I tell you an inside story about that? T.R. and I are such good friends, and we had to do a love scene, and we were both crying,” she said in Wednesday’s episode of “Call Her Daddy.”

“We cried. And the scene was so uncomfortable and awkward, and he didn’t want to do that. I didn’t want to do it, and when we filmed it, it was so bad.”

To make matters worse, Pompeo, 55, explained that they were forced to reshoot the scene because ABC believed there “was too much thrusting” for it to air.

“In your worst nightmare, you had to do it one time — we had to reshoot that s–t, we had to reshoot it and do it twice,” she noted.

The actress admitted she has never watched the scene and does not know “how it was shot, covered or how it was edited.”

In the 2006 episode, Meredith decides to get over her breakup with Derek Shepherd (Patrick Dempsey) by sleeping with George, who had a crush on her since they met. However, during their encounter, she starts crying uncontrollably as he asks her, “Sleeping with me, is it really this awful for you?”

“I’m full-on in tears the whole entire scene, and those are real tears,” Pompeo shared on “Call Her Daddy.”

“There was a lot of stuff I didn’t want to do at the time; I didn’t to say, ‘Pick me, choose me, love me,’” she disclosed, referencing the iconic line Meredith tells Derek in Season 2.

“I was like, ‘Why would I do this? Why would I beg? Why would I?’ You have to just suck it up and do it. It ended up being the biggest thing ever, the most iconic thing ever. I’m not always the best judge of what’s gonna — and it’s not, like I said, it wasn’t gonna be good. I was just like, ‘I don’t wanna do that.’”

During her chat with Cooper, Pompeo also talked about her decision to take a step back from the medical drama.

“I didn’t know what I was gonna do [after],” she said. “I just knew I couldn’t do ‘Grey’s’ anymore, to the point where I felt like, you know, an animal at the zoo.”

Pompeo, who is now starring in “Good American Family,” explained that she believed her next role would “find” her if she were “meant to do” something else, adding, “But I know I have to leave [‘Grey’s’].”

In 2022, Deadline reported that Pompeo was taking on a more reduced role in “Grey’s Anatomy” to star in and executive produce “Good American Family,” which began streaming Wednesday on Hulu.