Billy worked with the actress on The Man Who Wasn't There when she was just 15-years-old and admits he was in awe of her.
The 55-year-old told Total Film magazine: 'Scarlett was 15 at that time. We were all afraid of Scarlett. Because she wouldn't put up with s**t from anybody.
'There's a scene where she's [simulating oral sex] in this car. I put a furniture pad on my lap out of respect for a 15-year-old girl who's doing this b**w job scene.
'Scarlett just threw it off and goes, 'What are you doing? I'm not some little kid. I'm not a moron.' We were all terrified of Scarlett.'