Kate Upton felt out of her depth while filming The Other Woman

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."