Sandra Bullock was "freaking out" when her son recently fell ill.

The Oscar winning actress was overheard telling a friend about her fear when two-year-old Louis was sick.

A source told Us Weekly that the days leading up to the Academy Awards were frightening for the 47-year-old actress.

"The scariest thing happened the other day," Sandra said. "Louis had this really high fever."

"I kept trying to break it with Tylenol, but it wouldn't work! I was freaking out that he might have a seizure.

"I was about to jump in the car [to take him to the ER] when his fever finally broke. He's fine now, but it was so scary."

Sandra then apparently gushed about the little boy that she adopted two years ago and how much loves being a mother.

"He's getting so big!" Sandra smiled and pointed to her hip. "He comes up to here on me now."