It was 2017. If you were looking for a movie that basically felt like a fever dream directed by Frank Gallagher from Shameless, you found it. Kate Upton The Layover is one of those films that people stumble across on streaming at 2 a.m. and think, "Wait, is that really William H. Macy’s name in the director’s chair?"
Yes. It is.
The movie stars Kate Upton and Alexandra Daddario. They play Meg and Kate, two best friends who are honestly having the worst year ever. Meg is a struggling cosmetics saleswoman. Kate is a teacher about to lose her job. They decide to flee their problems by flying to Florida, but a Category 4 hurricane has other plans. The plane gets diverted to St. Louis.
Enter Ryan.
What Really Happens in Kate Upton The Layover
Ryan is played by Matt Barr. He’s the guy sitting between them on the plane. He’s got the abs, the hair, the whole deal. Basically, the second these two "best friends" see him, their friendship goes out the window. It turns into a total war.
It's weird.
One minute they're drinking wine and complaining about The Bachelor, and the next, they’re literally trying to sabotage each other’s lives for a guy they just met. People usually expect a lighthearted rom-com when they see Kate Upton on the poster. This isn't that. It’s an R-rated "road trip sex comedy" that leans hard into the "sex" and the "crude" parts.
💡 You might also like: Is Steven Weber Leaving Chicago Med? What Really Happened With Dean Archer
Remember the gas station scene?
Most fans of Kate Upton or Alexandra Daddario probably weren't prepared for a scene involving a filthy gas station bathroom and, well, a lot of gross-out humor. It’s the kind of slapstick that feels like it belongs in the early 2000s.
The Critics vs. The Fans
If you look at Rotten Tomatoes, the critics absolutely hated it. Like, zero-percent-hated it at one point. They called it insipid. They called it brainless. Rex Reed famously wrote a review that was basically a 90-minute sigh. But here’s the thing: audiences still watch it.
Why?
Honestly, the chemistry between the two leads is actually there. In interviews, Kate and Alexandra talked about how they hit it off instantly. They went out for wine before filming even started. You can tell they’re having fun, even when the script—written by David Hornsby and Lance Krall (of It’s Always Sunny in Philadelphia fame)—gets a little too ridiculous.
Upton plays the "wilder" friend. She’s the one selling North Korean cosmetics. She’s the one who books the non-refundable tickets using her friend’s miles. It was a big step for her career at the time, moving from "the girl from the Sports Illustrated cover" to a leading lady in a raunchy comedy.
📖 Related: Is Heroes and Villains Legit? What You Need to Know Before Buying
Making Sense of the Plot Twist
A lot of people get confused by the ending of Kate Upton The Layover. Throughout the whole movie, they’re fighting over Ryan. They go through a car crash with a horny jewelry salesman (Kal Penn), a hot air balloon ride with a one-eyed pilot, and a literal hotel lobby brawl.
Then comes the twist.
Ryan isn't just some single hunk on his way to a wedding. He’s the groom.
And he’s a jerk.
He ends up sleeping with both of them. He plays them against each other. When they finally confront him at the wedding in Fort Lauderdale, he basically tells them it’s their fault for throwing themselves at him. It’s a pretty cynical ending for a comedy.
But it forces a moment of growth. Meg and Kate realize they’ve been too dependent on each other. They stop living together. Kate goes back to teaching with some actual backbone. Meg starts taking classes and finds a long-distance relationship with Craig, the jewelry guy who was actually nice to her.
👉 See also: Jack Blocker American Idol Journey: What Most People Get Wrong
Why It Still Pops Up on Discover
The movie remains a talking point because it’s such a strange artifact. It’s a movie where William H. Macy—an Oscar-nominated actor—decided to direct a film where Kate Upton gets covered in... well, let’s just say "bathroom mess."
It’s also notable for being one of the last major film roles for Upton before she stepped back from acting to focus on her family and other ventures. If you’re looking for high-brow cinema, this isn't it. But if you want to see two huge stars lean into a messy, chaotic, and sometimes gross-out comedy about how toxic "friendship" can get when a handsome firefighter is involved, it’s a wild ride.
Takeaways for the Curious
If you’re planning to watch it, here’s the reality:
- Don't expect a romance. It’s a satire of romance.
- The R-rating is real. There is plenty of language and crude humor.
- Watch for the cameos. Rob Corddry and Molly Shannon show up and do their best with the material.
- The "SI" connection. There is a diving scene at a pool that feels like a direct nod to the actresses' modeling backgrounds.
If you want to see more of Kate’s work, you’re better off checking out The Other Woman. But for a weird, St. Louis-based detour into 2017 comedy culture, The Layover is exactly what it says on the tin: a temporary, messy stop on the way to somewhere else.
Check out the original trailers on YouTube to see if the humor hits for you before committing the 88 minutes. If you’re a fan of Always Sunny, you might catch some of that DNA in the dialogue, even if the movie doesn't quite reach those cult-classic heights.