Model-turned-actress Kate Upton felt completely out of her depth while filming The Other Woman alongside Hollywood stars Cameron Diaz and Leslie Mann.

The Sports Illustrated beauty 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, tells America's V Magazine, "(I was) completely out of (my) league. I make no bones about it. I just listened and paid attention."