Kate Upton talks Girl On Girl action with Cameron Diaz and Leslie Mann: Nicki Minaj Freaked Out!

Get a room, ladies!

Nicki Minaj seems like a girl who would be pretty unflapable.


But it seems that some girl on girl action involving Kate Upton, Cameron Diaz AND Leslie Mann managed to freak her out during the filming of their new movie 'The Other Woman'.

Talking to us during their exclusive Yahoo Celebrity Twitter takeover yesterday, Sports Illustrated bikini hottie Kate revealed that the rapper was a bit unerved when she found both her female co-stars UNDER HER DRESS.

Leslie Mann told us: "Nicki Minaj never remembered my name. She just referred to me as ‘lady’."

To which Kate added: "You know why she probably didn’t remember your name? It’s because she was really overwhelmed.

"You remember I had that big mark on my back and you had both your heads in my dress. Because I hurt myself and you were checking me out and she was like ‘I have a feeling they’re going to do that to me next!'"

Cameron Diaz, Kate Upton and Leslie Mann joined us for a live Twitter takeover on Yahoo Celebrity UK.

Oo-er.

And although Nicki has perhaps the second most famous bottom in the world (we salute you Kim Kardashian), Kate also revealed that she was the only butt that DIDN'T get the pinching treatment on set.

She said: "I’m surprised you didn’t give her a little butt grab because you [Leslie] were pinching Cameron and my butt the whole time."

Nicki Minaj's famous butt didn't get a squeeze. Copyright [Fox

Sounds like there was quite a lot of fondling on set then.

And the trio kept it up last night in London where Leslie copped a feel of Cam's cute arse in a skin-tight leather dress at the premiere.

Hear Cameron talk about getting hit in the face with a pair of shaved balls - FOR REAL - in our exclusive Twitter Takeover with the girls below. The Other Woman is in cinemas April 23.