Kate Upton says she felt “a little uncomfortable” during filming of her bikini scene in The Other Woman.

It was a sentiment that surprised some, given the fact that Upton has made several appearances in the Sports Illustrated Swimsuit Issue, even gracing the cover in 2012 and 2013.

Upton’s character Amber makes her first appearance almost halfway through the movie in the form of a slow-motion-running-on-the-beach-in-a-bikini scene that brings to mind Bo Derek’s iconic performance in the 1979 comedy 10.

Upton discussed the scene when she appeared with co-stars Cameron Diaz and Leslie Mann on Good Morning America on Wednesday.

She said Diaz and Mann noticed she was feeling uncomfortable and acted to alleviate her discomfort:

“These two saw that I was feeling a little uncomfortable — because anyone’s uncomfortable when that many people are staring at you — but these two came and ran beside me offscreen,” she said. “I’ve never had support like that before and it was just so amazing that I got that on my first film experience.”

At the April 2 London premiere, Upton revealed that she, Diaz, and Mann became quite close while filming The Other Woman.

“[Diaz and Mann] are such inspirations, amazing actresses and even better people, so I was really lucky,” she said. “We grew as friends and I also learned so much just watching them, they’re phenomenal, just hilarious.We had girls’ night all the time.”

Diaz and Mann concurred:

“I love these women. They … literally could not have been better … partners,” Diaz said. “We just had so much fun together … They’re such great women. They’re such good-hearted, nurturing generous lovely women who are so talented and are completely just the best partners you could have.”

“We had so much fun together … we really became very close friends,” Mann added.

The Other Woman marks Upton’s third and largest feature film role. In a red carpet interview in London, she said that when she started modeling she didn’t have anyone to help her find her path or give her advice but acting has turned out differently. She feels she can call Diaz and Mann whenever she needs help or advice, or even just a relaxing girls’ night out.

Upton’s sentiments are the real life version of how Diaz envisages the underlying theme of The Other Woman:

“It’s a story about female friendship. Three women become friends and don’t fight over a lying, cheating man. They realize it’s not worth it. Instead, they come to each other’s rescue and help one another through heartbreak.”

Image via Wikimedia Commons