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Kate Upton is no stranger to showing off her voluptuous curves—in sizzling two-pieces and donning sexy lingerie, no less—for countless photo shoots throughout her career. But all of that practice didn’t totally calm the 21-year-old’s nerves when it was time to shoot her bikini scene in the upcoming comedy The Other Woman.

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The Sports Illustrated star, along with her co-stars Cameron Diaz and Leslie Mann, sat down for an interview on the British talk show Chatty Man, hosted by Alan Carr to dish about the already well-known part in the flick.

"I was shooting that bikini scene and I was feeling a little uncomfortable because, even though I’m very proud my body and I love my body, a bunch of people were staring at me," the blond bombshell revealed, according to interview excerpts from the Daily Mail.

The model continued: “Sixty people are staring at me and you’re like, alright, go back to your phones let me just do my job.”
But Diaz and Mann helped Upton get through the somewhat challenging scene.

"They could tell that I was feeling uncomfortable and they came out and ran with me so I wasn’t alone and I’ve never had that experience before," Upton said. "Two amazing people who didn’t even have to be on set, they could be eating their lunch and they came on set with me and ran with me," she added.

The Other Woman begins with Mann finding out that her husband (Nikolaj Coster-Waldau) is cheating on her with Diaz, only for to learn that he’s also being unfaithful with none other than Upton. So, what’s a girl—make that girls—to do? Get some revenge by forming an unlikely alliance to take down the man who wronged them, naturally.