Credit: Rick Diamond/Getty Images for Sony Pictures

Who knew Gwyneth Paltrow could be so raunchy?

When caught up with her Country Strong costar Leighton Meester at IFP's 20th Annual Gotham Independent Film Awards in NYC Monday, the actress said Paltrow didn't pull any punches while filming in Nashville.

"She is full of surprises. As an actress, she is so giving and talented," Meester, 24, said. "She's super down-to-earth and she makes dirty jokes. She's just a cool chick."

The Gossip Girl star even admitted to feeling a bit starstruck when she first met the Oscar winner, 38.

"She's gorgeous without any makeup on!" Meester told Us. "She came to set at 5:00 a.m. looking really hot."

After recording a song for the movie's soundtrack, the actress told Us she's anticipating the release of her own album, scheduled for release in 2011.

"I'm still writing and I'm working with a band. I'm going to start performing again soon," Meester said. "It's kind of a different sound, because I've been going through a lot this year and I'm in no rush. I want it to be perfect."