A broad comedy in pretty much any way you care to interpret that, "The Other Woman" stars Cameron Diaz, Leslie Mann and Kate Upton as what Diaz calls "The Lawyer, The Wife and The Boobs."

Since Diaz brought it up, let's deal with Upton, the Sports Illustrated swimsuit model, first: She's no actress but the movie knows exactly what she's here for. Upton appears in at least three different bikinis and she has been given the line, "I don't have a lot of feelings," in an apparent attempt to explain away her inexpressive delivery of her lines. Upton plays the latest girlfriend of a suave creep (Nicolaj Coster-Waldau) who already has a wife (Mann) and a mistress (Diaz).

Leslie Mann, left, Cameron Diaz and Kate Upton in &quot;The Other Woman.&quot;
Leslie Mann, left, Cameron Diaz and Kate Upton in "The Other Woman."
When they all find out about each other, they bond and enact a girl-power, revenge fantasy plan they probably learned from watching "The First Wives Club."

There's not much subtlety in "The Other Woman," which features lengthy sight gags, an extended diarrhea sequence and outsized acting from everyone but Upton, but it is frequently funny. And it is at its funniest whenever Mann is letting loose as a wronged woman who will take affection anywhere she can get it and who can't stop talking about how much she needs it.

There's a little bit of Lucy Ricardo in Mann's character and Mann is good at both Lucy's physical shtick and her she's-crying-no-she's-laughing-no-it's-both act.


Diaz graciously plays straight woman to Mann and she's funny when the script lets her be, as is singer Nicki Minaj as Diaz's straight-talking assistant.

"The Other Woman" boasts plenty of observant humor about marriage, female bonding and feng shui, so why are there so many draggy sections? Blame both the decision to chisel an R-rated movie down to a PG-13 and director Nick Cassavetes, whose rhythm is not suited to comedy.

Cassavetes lets scenes go on past their payoffs and he gives too much room to the worst jokes (such as Coster-Waldau's "I get more ass than a toilet seat," a line that wasn't all that funny when Eminem started using it nine years ago and has not improved with age). As a result, "The Other Woman" ends up like gnocchi: It's oddly shaped but there's good stuff in there.



Directed by: Nick Cassavetes

Starring: Cameron Diaz, Leslie Mann, Kate Upton, Nicolaj Coster-Waldau

Rated: PG-13 for language

Should you go? On the bright side, you'll laugh a lot and you won't miss much if you time your bathroom/popcorn breaks well. **-1/2