By ANGELA DAWSON
Front Row Features

HOLLYWOOD—Supermodel Kate Upton makes her acting debut in the revenge comedy “The Other Woman.” The 21-year-old blonde, blue-eyed beauty co-stars alongside Cameron Diaz (“There’s Something About Mary”) and Leslie Mann (“Knocked Up”) as three women who plot revenge against the guy who has been cheating on all of them.

While Diaz plays Carly, the high-powered lawyer that serial philanderer Mark King (played by “Game of Thrones” star Nikolaj Coster-Waldau) is seeing on the sly while his clueless wife Kate (Mann) thinks he’s on a business trip, it turns out that she has no idea he also is seeing sweet young thang Amber (Upton), who thinks he is separated from his wife and is going to marry her. Instead of fighting each other, the three wronged women decide to join forces to show their lying Lothario a lesson he won’t soon forget.

The Michigan born, Florida-raised Upton recently spoke about taking her first film role and working with her funny female co-stars in the Nick Cassavetes-directed comedy. She also spoke about body image and how she personally deals with cheaters.

Q: The film’s title might fool audiences into thinking the story is about a relationship between a man and other woman that is broken up by an interloper. But really, it’s about a friendship that develops among three very different women. Is that one of the things that drew you to the script?

Upton: Yeah. I know that in my life, my girlfriends are one of the most important relationships I have going through the good times and the bad times. So it was a really amazing script because I think it really shows that it’s true in real life.

Q: What was the motivating factor in taking on this as your first film role?

Upton: I thought that it was beyond the perfect first role for me, because I got an amazing cast around me that supported me and I could learn from, and I was able to practice and be able to act in the movie, actually, instead of just walking on and walking off. But I really loved the character of Amber, because I think a lot of people feel naive in their life, and I loved her positive outlook on everybody. She didn’t see any bad in anybody, so she couldn’t see Mark trying to manipulate her, because it was just so free. I don’t have that.

Q: Do you agree with the concept that women should stand together against the guy who’s cheating on them?

Upton: I feel like anytime you go through something bad in your life, you need your girl support. Who better to go through this with when all of these women have been heartbroken by the same man and can talk **** about him, and not all have the same situations. But I think if the woman knows that she’s dating a married man, or she’s dating a man with a girlfriend, then that’s a different type of woman. I don’t think I would be friends with her.

Q: It’s not easy playing the naïve young character, is it?

Upton: You have to be really smart to play that dumb, but (my character) Amber wasn’t dumb.

Q: You went a little Method acting on Nikolaj at one point in the film where you whip him. Was that in the script?

Upton: Okay. Well, let’s start off first with I said that I didn’t feel comfortable with the scene, and somebody said that he was totally down for (it). (Plus) he had his hand taken off in “Game of Thrones.” It said (in the script), “Whip on your butt,” but what does that even mean? I’m a horseback rider. I know how to use a whip.

Q: Since you’re a model, I’m sure you’re used to wearing bikinis around men. But was it different on a movie set, like in the scene where you and Cameron are in bikinis on the beach?

Upton: Yeah, it was weird how many men went over in that direction when things started happening. (She laughs.)

Q: There’s a supposition that women can’t be friends with other women.

Upton: No, I do not agree with that at all. My girlfriends support me in every part of my life. They celebrate whenever I’m doing well; I celebrate when they’re doing well, and we all support each other. When one’s weak, the other one is stronger and helps them through things, so I don’t agree with that.

Q: As an actress now, would you be willing to lose weight, gain weight, change your image, cut your hair, whatever it takes to get the part?

Upton: I love myself. I love my body. I’m confident with the way I look, but if I’m committing to a role, then I will do anything to make that character come alive.

Q: You have an offbeat sense of humor in the movie. Do you have it also in the life?

Upton: Yeah, I feel like the sense of humor in Amber is definitely coming from me. I love to play off of stereotypes, and make a joke out of it, and I think she does too.

Q: Is that a stereotype that you have to fight in real life, like super models are young, beautiful and brainless?

Upton: (She laughs.) You know what, I think that it’s nothing that I want to fight. It’s not a battle I’m interested in being a part of. I think that eventually people will be able to see who I am, and create their own judgment from it.

Q: You represent a certain esthetic that, obviously, the media really likes. Is it a challenge sometimes to be taken seriously as a result of that? Whether it’s being on the cover of “Sports Illustrated” or not, you have an image that generates a certain perception with some people.

Upton: It’s exhausting to try and be taken seriously, occasionally, but I’m willing to commit to that. I’m willing to fight it.

Q: How would you react if your man were cheating on you?

Upton: The best revenge is just walking away, and not wasting another second of your time with someone who’s clearly emotionally handicapped. But I think if someone hurts you in that way, it’s not your job to change him, and it’s not your job to be there while he’s finding himself, and finding who he is. So I think walking away, and being who you need to be for the rest of your life is the most important thing.

Q: Did you ever have to go through that?

Upton: Yeah, I definitely have been cheated on. Everybody’s been through betrayal some way or another in their life, from friends, family, a boyfriend, and it hurts. Either way, you’re heartbroken, and you have to heal. You need a support system to be able to get through it.

Q: Would you date an ugly guy? Is beauty important for you?

Upton: Personally, the type of guy I like, I always kid, is a penguin. I love awkward, but cute. I don’t know if I would go for the completely hot guy right off the bat, so not ugly.

Q: You said you feel comfortable in your body, and you like how you feel. Was it always like that? When you were younger, did you think, “Oh my eyes are too big, or was it always like that? Did you get pressure to change?

Upton: Everybody has insecurities in his or her life. There are moments where you want to change something. But I love my body, and this is what was given to me and I appreciate it, so I’m not saying that I don’t have insecure moments, I have them all the time, but it’s something that everybody goes through, and I’m not going to sit here and be a martyr about it.

Q: What did you learn about acting from making this movie?

Upton: I learned so much about acting from this movie. I’ve never really been on a set before. I’d never done it before. I took lessons for two years, but that’s not being on set; that’s not the same thing at all. I learned so much from Cameron and Leslie, and they are people that you can ask questions. I’m sure anybody who’s been in a room with them sees just how open they are, and how amazing they are. I got to know them on a personal level, so most of the knowledge I learned was from them.

Q: Are you planning to do more acting and leave modeling?

Upton: I don’t think so. Modeling definitely goes hand-in-hand with acting. Even after we finished filming this, we did the poster shoot, and we have pictures constantly being taken of us, so modeling will always be a part of my life. I definitely would love to grow in any area that I’m in, and I’m in acting now.

Q: What kind of character do you want to play next?

Upton: I’m actually not sure, and I get that question a lot. I just think that it’s about the connection in the script, and until I find that, then I want to wait for the right role.