JAMES MARSDEN - MARSDEN IN AWE OF GORGEOUS HALLE

JAMES MARSDEN was so transfixed by his X-MEN co-star HALLE BERRY's incredible beauty, he found it impossible to look into her eyes.

The SPIDER-MAN star enjoyed working with the OSCAR-winning actress and gorgeous REBECCA ROMJIN-STAMOS on the two superhero film, and admits their good looks were the best perk of the job.

He enthuses, "I got to see Halle Berry squeezed into a skin-tight black outfit and Rebecca Romjin-Stamos walking around naked, except for some blue body paint. Not bad for a day's work.

"Halle is even more stunning in real life. And she's a good listener, which is incredibly sexy. She'd look at me on set and I'd think, 'Don't look into my eyes because my knees will buckle.'

"She's calm, comforting, sweet and funny - those elements add to her sexiness."