“Once Upon A Time In Hollywood” is a dramatic film, but 12-year-old Julia Butters almost lost her composure during one take with Leonardo DiCaprio

Butters — a star of “American Housewives” — plays Trudi Fraser, a character inspired by Meryl Streep. “There were raccoons all around the set,” Butters told Variety of the distracting take with DiCaprio. “I saw one out of the corner of my eye, and Leo was crying. He was telling me about his life.”

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“He’s crying and I’m supposed to be listening to him, and in the corner of my eye, I can see this fuzzy panda-looking bandit,” she continued. “He comes around the corner and looks around, takes a big ol’ yawn and just continues on his way, all happy. I wanted to [laugh], but I didn’t. I wanted to get the take right.”

Butters had nothing but praise for the Oscar-winning actor. “He’s such a great actor, so I wasn’t really reciting a line,” the young actress said. “It was mostly coming from me. It wasn’t anything like, ‘Oh, my gosh. I’m going to go whisper something in Leonardo DiCaprio’s ear.’ It was more like, ‘I’m going to recite this line and whisper in my friend’s ear.’”

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She also had a hilarious take on working with Brad Pitt. It turns out Butters did not know much about the Hollywood hunk. “I thought he was a musician,” she revealed. “I just knew [Brad Pitt] as a ‘handsome guy,’ like when women say, ‘Oh, Brad Pitt. He’s so handsome.’ That’s how I kind of knew his name.”

“Once Upon A Time In Hollywood” also stars Margot Robbie and Al Pacino. It premieres Aug. 14.