Kate Upton’s Boobs Just Can’t Stand Still

at 10:00 am | By

Bounce around, bounce around!

That’s exactly what Kate Upton‘s world-renowned bosom did while she shot upcoming revenge comedy The Other Woman on set in West Hampton, N.Y., on Thursday.

With her lacy bra peaking out from under a low-cut tank, the Sports Illustrated swimsuit model let her cover-worthy cleavage fly free as she danced and drank with costars Leslie Mann and Cameron Diaz, rendering the rest of the scene moot.

Even Mann was left in awe of Upton’s ample assets.

The Other Woman centers on a woman (Diaz) who realizes she is “the other woman” in an extramarital after. She teams up with the man’s wife (Mann) and his other mistress (Upton) to plot payback against the cheating husband (Nikolaj Coster-Waldau).

Peak at the gallery, above, to marvel at Upton (and the more modest Mann) in action.

Footnote: The Dougie remains our favorite Upton boogie.