Kate Upton had trouble containing her famous assets on the set of her new film on Thursday.
The 'Sports Illustrated' model was feeling buoyant as she bounced up and down with co-star Leslie Mann, as they filmed scenes for 'The Other Woman'.
Nicki Minaj also has a role in the film, which is due for release next year.
Meanwhile, Kate is gearing up for her 21st birthday on Monday. So let's celebrate with some of her hottest pics: