Kate Upton listened to some jams while preparing to film scenes for “The Other Woman.”

The Sports Illustrated hottie donned a pair of denim shorts with a cleavage-baring tee before changing into skinny jeans and a silk top while enjoying the New York City sunshine.

Kate joins Cameron Diaz and Nicki Minaj in the upcoming comedy directed by “The Notebook’s” Nick Cassavetes.

Julie Yorn is producing the project, which was written by Melissa Stack and will continue to shoot in up until mid-summer in the Big Apple. It's scheduled to hit theaters in 2014.