George Clooney had a “holy shit” surprise while filming his new Netflix film “The Midnight Sky.”

He tried to shoot around it, but in the end he decided to just role with it

The surprise was Felicity Jones’ pregnancy.

Clooney said he was “secretly panicked” when his lead actress dropped the bomb on him. She was expecting her first baby, who was born in April last year.

“We’re in Iceland on a glacier and I got a call from Felicity and she says, ‘Well, I’m pregnant’,” he told The Hollywood Reporter.

“I knew how to answer that, which is, ‘Congratulations’. But if you saw my face, I’m like, ‘Holy shit,” he said.

Clooney, who also directed the film, knew he had to make an executive decision.

“We started to try to shoot around it, which is always a mistake, because you can’t shoot around it. People know when you’re hiding things,” he explained.

Instead, the 59-year-old star decided to adapt the script – which is based on the novel “Good Morning, Midnight” by Lily Brooks-Dalton.

Jones’ character would be pregnant in the movie as well.

“So we just looked at it and said, ‘Look, they’ve been in space for two years, people have sex. It’s like going on location’,” he sasid.

“I just thought, like Fran [McDormand] in ‘Fargo’, women every single day are pregnant, going to work and doing their job, and why not in space and why not just deal with it?”

As it turned out, Jones’ character Dr. Iris “Sully” Sullivan’s pregnancy added a poignant touch to the film, which dealt with the end of life on earth.

For Clooney, directing and acting in the same project gave its own challenges, particularly when his collaborator Grant Heslov got involved.

“I have my best buddy and producing pal for 40 years, Grant, who sits behind a monitor, and you want to do fewer takes on yourself than you want to do on other people, because you look like a schmuck otherwise.

“You do a couple of takes and you go… ‘Yeah, that’s fine’. And then Grant will stick his head out and go, ‘Do another take, please’. ‘Oh, OK. All right.’ “

Jones said signed up for ‘The Midnight Sky’ because she loved the relationship between her and Clooney’s characters.

Felicity was particularly moved by the final scene between the pair.

“George had already shot his part, so I was able to watch that, which was really helpful to then inform what I was doing on my side,” she told the trade magazine.

“It’s what I loved about the script when I read it. It’s what made me want to do it, was that central relationship, that need for the two of them to find each other.

“It was one that I thought about a lot, meditated on a lot, in preparation. Luckily I was shooting it toward the end of our schedule so I really felt like I had Sully and knew who she was and could give it everything I have.

“It was there at the very beginning that it would be a meditation not only on Augustine’s relationship with Sully, but also Sully’s relationship with her child.

In the film, Clooney plays a scientist in the Arctic who is dying of cancer, when a cataclysmic war erupts on earth.

He’s determined to ward off a space ship returning to earth after a two-year mission to a habitable exo-planet.

But to do that he must traverse the hostile Arctic environment to a weather station with a powerful enough transmitter to reach the spaceship.

Jones’ character is on the ship and establishes communication after a radio blackout.

The movie debuted on Netflix in December and received a lackluster 52 rating on rottentomatoes and a 58 rating on metacritic.

“This is an odd movie overall,” wrote Stephen Romei in the The Australian.

“The pacing is slow – in the space sequences I started wishing for Darth Vader to turn up – and the music, by dual Oscar winner Alexandre Desplat, is overbearing.”

Those who liked the movie praised it for its compassion and its ultimately uplifting message amid the dire wreckage of a dying earth.

Check out the trailer below.