Leighton Meester was left in awe of Lil Wayne after watching him freestyle a rap verse for her track MAKE IT RAIN.
The actress/singer was thrilled when the rapper agreed to collaborate on one of the songs on her upcoming debut album - and she was even more impressed by his talent after watching him in action during a late-night recording session.
She tells MTV.com, "I sent him a couple of my songs. He's been diggin' on them for a while. Then he heard (Make It Rain) and he was like, 'All right, I'm gonna kill it!'
"It was like, literally, four o'clock in the morning (when Lil Wayne recorded). He was so sick (talented) - he didn't even write anything down. He just, like, vibed to the music and dances. I don't even know how he does it; he's amazing."
The Gossip Girl star admits she got to know Lil Wayne during the sessions and she realised he's a perfect gentleman.
She adds, "I don't even know if he'll want people to know that he's incredibly polite and respectful. He's so talented and very funny. And really optimistic, and super supportive of me, which I've really, really appreciated so much."