Ellen Pompeo has plenty of happy memories from the set of Grey’s Anatomy — and at least one that still haunts her to this day.

The actress, who has starred in more than 400 episodes of the long-running medical drama, recently looked back on a sex scene from it that she has never been able to watch, because filming it was such an “uncomfortable” experience for her.

As fans of Meredith Grey’s chaotic love life can probably guess, the scene in question was her one-night stand with T.R. Knight‘s George O’ Malley.

“T.R. and I are such good friends,” Pompeo told Call Her Daddy host Alex Cooper on the latest episode of the podcast, “and we had to do a love scene, and we were both crying.”

Calling the season 2 moment “so uncomfortable and awkward,” Pompeo said neither of the actors were keen on sharing a love scene — and it showed.

“He didn’t want to do that, I didn’t want to do it,” she said. “When we filmed it, it was so bad, and then the network said there was too much thrusting.”

After getting the studio’s notes on the episode, they had no choice but to go back for round 2.

“In your worst nightmare, to have to do it one time— we had to reshoot that shit,” she recalled. “We had to reshoot it and do it twice.”

Some of that awkwardness was by design. The memorable scene unfolded after Pompeo’s Meredith endured a painful breakup with Derek Shepherd (Patrick Dempsey) and a stressful encounter with her estranged father (Jeff Perry). Her dalliance with George came about after he finally confessed his long-held feelings for her — but Meredith immediately deemed their tryst a mistake, bursting into tears in the middle of their hookup.

“I’ve never watched that scene,” Pompeo admitted. “I’ve never seen it. I don’t know how it was shot or covered or how it was edited, but I’m full-on in tears the whole entire scene, and those are real tears.”

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Pompeo noted that during the early seasons of Grey’s, “there was a lot of stuff that I didn’t want to do,” but added that even her instincts sometimes missed the mark. Another scene she objected to has taken on a life of its own, more than a decade later. 

The now-iconic moment features Meredith begging Derek to leave his wife to be with her instead, and has become one of show’s most praised (and meme-ified) scenes.

“I didn’t wanna say, ‘Pick me, choose me, love me,'” Pompeo admitted. But she said series creator Shonda Rhimes was right for intuiting how hard the line would hit its audience. 

“I was like, ‘Why would I do this? Why would I beg? Why would I?'” Pompeo said. “And you know, you have to just suck it up and do it. And it ended up being the biggest thing ever, the most iconic thing ever.”

Pompeo wasn’t the only one who gave Rhimes pushback. Former Grey’s showrunner Krista Vernoff previously revealed that she, too, wasn’t crazy about the idea of Meredith and George hooking up. In fact, she had a huge fight with the series creator after the idea was pitched.

“I was like, ‘No! Everybody will hate us,'” Vernoff recalled during a special 2020 panel for Variety. “[Rhimes] was like, ‘They don’t have to love it, they just have to watch it and talk about it. It’s not always about being likable — it’s about entertainment.'”

Watch Pompeo’s full Call Her Daddy conversation above.