Lady GaGa "hyperventilated" when she was forced to go make-up free for her 'Alejandro' video.
The eccentric singer admitted she clashed with director and photographer Steven Klein over his vision to see the star minus her famous cosmetics and blonde locks, but in the end she was glad he forced her to be herself.
She told Japan's Vogue Hommes magazine: "We are both very strong-willed and we both have very specific visions. And I knew his specific vision and he knew mine so that it was like tugging at a rope together. And then we tied a beautiful knot! I wanted to bring him out of his comfort zone and he wanted to bring me out of mine.
"He was stripping me down, taking off all my make-up, no eyelashes, no liner, saying, 'I'm cutting all of your hair off' and not tanned ... For me, I was hyperventilating, but it did force me to be myself."
The 'Telephone' singer - who is famed for her kooky fashion sense - recently revealed she thinks stars owe it to their fans to look good on the red carpet.
She said: "I think you should look nice all the time. When I meet celebrities and they're in casual clothes, I'm always like, 'Whaaat?' I don't mean to be judgmental, but it would do them better to be who they really are, all the time. When I get out of a car and there are 30 fans waiting for me, I know I'm dressed the way I should be."