We first meet Kate Upton’s character Amber in the Nick Cassavetes (The Notebook) girl-powered revenge comedy The Other Woman as she’s running on the beach. It’s an obvious wink at the moment Bo Derek blasted through the pop culture stratosphere in the 1979 movie 10.

The Other Woman’s tagline, “After discovering her boyfriend is married, Carly soon meets the wife he’s been cheating on. And when yet another affair is discovered, all three women team up to plot mutual revenge on the three-timing SOB.”

Carly, the girlfriend, is played by former model-turned-actress Cameron Diaz. The wife (Kate) is played by comedy veteran Leslie Mann. The SOB (Mark) is Nikolaj Coster-Waldau, you may know him better as Jaimie Lannister from The Game of Thrones. We don’t get to meet Kate Upton’s character until about half way through the movie, that’s the beach scene, where Kate and Carly are checking her out after they discover that the SOB has a third girl he’s involved with. “I feel like she ups our group average,” Kate says to Carly as they ogle the buxon blonde Amber.

The Other Woman Cast Is a Modern-Day 90s Girl Group: Cameron Diaz, Leslie Mann, Kate Upton Co… http://t.co/0LSvbibvBh #Fashion #Beauty

— Dubintertainer.com (@Dubintertainer) April 23, 2014

The 21-year-old Upton describes what it was like to film the slow-motion beach scene and the support she received from her co-stars, “It was funny because when we were filming that scene, whenever you go to a beach, everyone’s wearing bikinis, so it’s just pretty normal. It’s part of life. But when you’re filming a bikini scene, nobody’s wearing a bikini, it’s only you and 60 crew members. And these two saw that I was feeling a little uncomfortable, because anyone’s uncomfortable when that many people are staring at you.”

Upton’s beach scene is already drawing buzz. Todd McCarthy, critic from The Hollywood Reporter wrote, “Men may not mind going along as well just to check out Kate Upton as this generation’s 10.” Nathan Rabin of The Dissolve describes the moment that Upton enters the movie, “Amber (Kate Upton), a buxom beauty introduced jogging on the beach in slow motion, her cleavage bouncing hypnotically under the life-giving sun. (It’s almost as if the filmmakers cast a Sports Illustrated swimsuit model solely for the sake of the long, lingering shot of her modeling a swimsuit).”

The is Kate Upton’s third role in a feature film. She had small parts in The Three Stooges and Tower Heist. She only has a few lines in the The Other Woman, but is sounds like she makes a lasting impression.

The Other Woman hits theaters this weekend.

Image via Wikimedia Commons