April 25, 2014 12:14 PM EDT

Cameron Diaz and Leslie Mann stopped by Late Night With Seth Meyers Thursday to talk about their upcoming movie, The Other Woman. Believe it or not, when they were working on the movie, the only one who didn’t want to party was 21-year-old supermodel Kate Upton!

So, when Upton fell asleep on a plane, Diaz and Mann had to have some fun.

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