Kate Upton felt completely out of her depth while filming The Other Woman alongside Hollywood stars Cameron Diaz and Leslie Mann.
The Sports Illustrated model-turned-actress plays the victim of a cheating lover who teams up with Diaz and Mann's characters to plot revenge, and Upton admits she learned a lot from her co-stars.
Upton, who was voted a Breakout Star of 2014 by movie website Fandango.com, tells V Magazine, "(I was) completely out of (my) league. I make no bones about it. I just listened and paid attention."