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Kate Upton, Cleavage

Jackson Lee/Splash News

Forget about The Other Woman. Check out Kate Upton's girls!

The model was thisclose to a wardrobe malfunction on the New York set of the upcoming comedy, costarring Upton as a young gal who finds out her boyfriend has a wife and girlfriend and decides to join the revenge-fantasy fun.

So, what's the plan? Ruin-by-motorboating?

Upton's breasts were in serious danger of spilling out of her bra during what appears to have been a light-hearted, open-shirt moment on location in West Hampton Dunes.

No wonder she caught a cad's wandering eye!

Nikolaj Coster-Waldau plays the unfaithful husband, Leslie Mann is his long-suffering wife, a baby-bump-sporting Cameron Diaz (kind of a theme for her now) is the titular other woman and Upton is the other other woman.

Nick Cassavetes is directing—with a wide-angle lens, we presume.