The Nick Cassavetes's comedy stars Cameron Diaz and Leslie Mann as a pair of women who discover they've both been cheated on by the same guy (Nikolaj Coster-Waldau from "Game of Thrones") and decide to team up with his current fling, Upton, for some hilarious revenge.
The SI model is introduced halfway through the film as the new romantic rival. She gets recruited by the other two to get back at the jerk.
We first meet Upton's surname-less Amber at, you guessed it, the beach where Diaz and Mann's characters sneak a peek at their man's latest white bikini-clad squeeze. "I feel like she ups our group average," Mann's Kate quips at the sight of Amber.
Upton's moment in the sun is an obvious homage to Bo Derek's breakout splashy romp in the classic 1979 comedy, "10," in which a young Derek similarly plays the nubile object of an older man's desire (put forth by Dudley Moore).
According to critics, the bikini jogging scene is pure leer-bait material. "Men may not mind going along as well just to check out Kate Upton as this generation's 10," writes Todd McCarthy of The Hollywood Reporter, who connects the obvious dots when noting that Upton's beach entrée is "in Bo Derek-like slow motion, no less."
"Ms. Upton's casting is part of the joke of the movie — that smarmy men will always smarm their way toward younger and more beautiful women," observes Christopher Wallace at the The New York Times.
Agreeing that Upton's role — her third and largest movie part to date following teeny parts as a mistress in "Tower Heist" and as a one-piece-sporting nun in "The Three Stooges" — was filmed in "slo-mo oglevision,"Variety's Justin Chang did find her character to be "sweet and wholly sympathetic ... if mildly ditzy."
Unlike Derek, however, Upton only has a few lines and is the third wheel behind Mann and Diaz.
Diaz, of course, successfully made the transition from model to actress since her big break in 1994's "The Mask."
When it comes to models-turned-actresses, the success rate is a mixed bag. Brooklyn Decker made the leap with small roles in comedies like "Just Go With It" and "What to Expect When You're Expecting." Gisele Bündchen ("Taxi," "The Devil Wears Prada") and Rosie Huntington-Whiteley ("Transformers: Dark of the Moon") made brief runs from high fashion to the cinema scene... and not much more. Cindy Crawford gave it the old college try only to fail miserably as a leading lady, starring opposite William Baldwin in the 1995 action flop "Fair Game." On the other end of the spectrum, there's Ukranian-French model Olga Kurylenko who has moved to starring roles in "Oblivion" and "To the Wonder."
In spite of Upton's inoffensiveness in "The Other Woman," it's unlikely to kick start a legitimate new career path. But Hollywood will probably come calling when it's time for another bathing suit or hot girlfriend scene.
The Other Woman Cast Is a Modern-Day 90s Girl Group: Cameron Diaz, Leslie Mann, Kate Upton Coordinate Outfits.