He says he fell short during their recent shoot for the action thriller "Dhoom2."
"I was quite shocked to see the kind of intelligence she lends to her characters,'' he told a leading newspaper. "It was quite a task matching up to the world's most beautiful face."
Colleagues often describe Roshan as a perfectionist and the actor said he had "loosened up this time and was quite chilled out."
But while filming the cops-and-robbers flick, "slowly and steadily, she made me aware of the fact that I was having a bit too much fun with the role and should start taking it more seriously."
Roshan plays a thief in "Dhoom2," which also stars Abhishek Bachchan, Rai and Bipasha Basu.
He plans to go one up on Rai when they begin shooting next month for a period romance "Jodha-Akbar," a 16th century love story between a Muslim emperor and a Hindu princess.
"This time in 'Jodha-Akbar' I will make sure that I take my character very seriously, and turn the tables on her so that she will be inspired by me, just as I was by her in Dhoom2."