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Kate Upton, V Magazine Cover

photography inez & vinoodh

Remember in 2012 when that Victoria's Secret casting director threw some serious shade at Kate Upton?

The Sports Illustrated two-time Swimsuit Issue cover girl appeared to laugh off Sophia Neophitou's diss at the time, and now, two years later, she's opening up to V Magazine about how those "we would never use" her comments really affected her.

"I had just gotten my cover of Sports Illustrated that day," she says. "I wasn't used to that kind of media swirl."

Kate Upton

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"I had never met her, so it really came out of nowhere," the 21-year-old bombshell says, referring to Sophia, who told the New York Times Kate "was like a footballer's wife, with the too-blond hair and that kind of face that anyone with enough money can go out and buy." (Funnily enough, last May, the Victoria's Secret catalog used a 2011 image of Kate—which, as a source told E! News, didn't exactly thrill the stunning blonde.)

Kate says the snarky comments were her "introduction to being in the spotlight and having people you've never met have an opinion of you."

Clearly, one lingerie executive's opinions haven't held Ms. Upton back in her modeling career! She's gone on  to do multiple high-fashion shoots—including covering Vogue—and is gracefully transitioning into a legitimate acting career.

Cameron Diaz, Leslie Mann, Kate Upton, Instagram, Throwback Thursday

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But, she's not letting her good fortune go to her head! She tells V Magazine she was "completely out of her league" starring alongside Cameron Diaz and Leslie Mann in The Other Woman. "I make no bones about it," she adds, "I just listened and paid attention."

Atta girl! Oh, and Kate also has a lovely nickname for her famous assets: "The ladies!"

"Everyone brings them up," she says, "so I have to have something to call them."