Kate Upton has admitted she felt uncomfortable running around in her bikini filming her new movie.
The Sports Illustrated star told Alan Carr's chat show that she felt awkward having 60 people stare at her while she ran down the beach scantily clad for a scene in The Other Woman.
But she said that co-stars Cameron Diaz and Leslie Mann helped save the day by running alongside her when they noticed how embarrassed she was.
"I was shooting that bikini scene and I was feeling a little uncomfortable because, even though I'm very proud of my body and I love my body, a bunch of people were staring at me," the Daily Mirror said she tells the Chatty Man host.
"Sixty people are staring at me and you're like 'all right go back to your phones let me just do my job'.
"They (Cameron and Leslie) could tell that I was feeling uncomfortable and they came out and ran with me so I wasn't alone and I've never had that experience before.
"Two amazing people who didn't even have to be on set, they could be eating their lunch and they came on set with me and ran with me."
The 21-year-old model and actress has also denied reports that she wished that her 34D chest was smaller.
She had been quoted as saying: "I wish I had smaller boobs... at least twice a day I wish that. But the grass is always green, as they say!"
But she wrote on Twitter: "I love and am proud of my body. Unfortunately, what was said about my body is completely made up to try and drum up controversy where there is none.
"Like every woman, I have moments of insecurity, but I love and am proud of my body - every part of it - and wouldn't change a thing."