When Kate Upton felt 'out of her league'

Model Kate Upton says she felt completely "out of her league" while shooting "The Other Woman".

In the film, the 21-year-old plays the victim who teams up with Cameron Diaz and Leslie Mann to plot revenge from her cheating boyfriend. She says admits she learned a lot from her co-stars, reports contactmusic.com.

"I was completely out of (my) league. I make no bones about it. I just listened and paid attention," Upton told US V Magazine.