Sports Illustrated Swimsuit Issue cover model Kate Upton, who celebrates her 22nd birthday on June 10, is just one of the latest in a long line of models who have taken on acting. Join us for a look at her and other models who act.
Upton made her film debut with a minor role in 2011's "Tower Heist" and had a cameo in 2012's "Three Stooges." Her first major role came starring with Leslie Mann and Cameron Diaz in the 2014 romantic comedy "The Other Woman."
Upton's fellow SI Swimsuit Issue cover model Brooklyn Decker has also tried her hand at acting.
Decker made her film debut in 2011's "Just Go with It" (pictured) and has also acted in the films "Battleship" and "What to Expect When You're Expecting" and had cameos on TV shows such as "The League" and "New Girl." She is also starring in the new sitcom "Friends with Better Lives," which debuted in March 2014.
Rosie Huntington-Whiteley was a model known for her work with Victoria's Secret and Burberry when she was tabbed by director Michael Bay for "Transformers: Dark of the Moon."
Rebecca Romijn started her modeling career in 1991, becoming famous on the pages of the Sports Illustrated Swimsuit Issue and for hosting MTV's "House of Style." She snagged her first major film role in 2000's "X-Men," playing the blue-skinned shape-shifting mutant Mystique.
Brooke Shields began modeling before she was even a year old and famously appeared in controversial print and TV ads for Calvin Klein jeans at the age of 14. She also made her film debut at the age of 12 as a child prostitute in "Pretty Baby."
Ukrainian native Milla Jovovich appeared on the cover of the Italian magazine Lei at the age of 11 and went on to be featured in Revlon's "Most Unforgettable Women in the World" advertisements. At the age of 15 she created more buzz by taking over for Brooke Shields in "Return to the Blue Lagoon." She then broke out opposite Bruce Willis in "The Fifth Element" and is best known these days as the butt-kicking Alice in the "Resident Evil" movie franchise.
Another native of Ukraine, Olga Kurylenko moved to Paris at the age of 16 to start a blossoming modeling career that would include appearances on the French covers of Vogue and Elle magazines. After launching a film career in 2005, she has appeared in the movies "Hitman," "Quantum of Solace" (pictured), "To the Wonder," "Oblivion" and "Vampire Academy."
Thanks to "Magic Mike," most people already know about Channing Tatum's past as a stripper, but he also spent time as a model before breaking into acting, appearing in campaigns for Armani, Abercrombie & Fitch, Nautica, and Dolce and Gabbana, among others.
After signing with the Ford Modeling Agency as a teenager, Kim Basinger spent five years as a cover model before quitting to focus on acting. She has since starred in movies such as "Never Say Never Again" (pictured), "The Natural," "Batman" and "L.A. Confidential."
Cindy Crawford was the very definition of the word supermodel in 1994 when she decided to break into movies with the action thriller "Fair Game" opposite Billy Baldwin. The movie and, in particular, Crawford's performance were panned by critics.
Apart from her performances in a couple Billy Joel music videos, supermodel Christie Brinkley's only real acting role was as "The girl in the red Ferrari" in "National Lampoon's Vacation." She reprised the role in the sequel "Vegas Vacation."
Tyra Banks first became famous as a model, appearing twice on the cover of the Sports Illustrated Swimsuit Issue and working as one of Victoria's Secret's original "Angels." She began her acting career with appearances on "The Fresh Prince of Bel-Air" and jumped into movies with 1994's "Higher Learning." Her other acting credits include "Love & Basketball," "Coyote Ugly" (pictured) and "Halloween: Resurrection."
When Kathy Ireland got tired of dominating the Sports Illustrated Swimsuit Issue, she struck out for an acting career, appearing in movies such as "Necessary Roughness," "Alien from L.A." and "Mom and Dad Save the World."
A recording career as Marky Mark, with his Funky Bunch, first brought Mark Wahlberg and his physique to the attention of Calvin Klein, which used him in a series of underwear ads and commercials. In 1993, he dropped the Marky Mark moniker to start acting.
Canadian Estella Warren was a 15-year-old synchronized swimmer when she was discovered by a modeling agency. After modeling for Victoria's Secret, Perry Ellis and Chanel No. 5, she began appearing in movies, including the 2001 "Planet of the Apes" remake, "The Cooler" and "Kangaroo Jack."
Aussie Elle Macpherson was already a famous supermodel when she started appearing in the Sports Illustrated Swimsuit Issue in the mid-1980s. Her appearances in the issues, including a record-setting five times on the cover, made her an even bigger star. After an appearance in Woody Allen's 1990 movie "Alice," she appeared nude in 1994's "Sirens" and later added more roles in movies such as "If Lucy Fell," "The Mirror Has Two Faces," "Batman & Robin" and "The Edge."
Maggie Q began her modeling career in Tokyo at the age of 17 and eventually made her way to Hong Kong, where she caught the eye of Jackie Chan, who trained her as a potential action star. She has since appeared in movies such as "Rush Hour 2," "Mission: Impossible III" and "Live Free or Die Hard" and in the TV series "Nikita" (pictured).
Internationally known for her appearance on the cover of the Sports Illustrated Swimsuit Issue and as a Victoria's Secret model, Heidi Klum has also occasionally acted, taking on supporting roles in movies such as "Blow Dry" and "Ella Enchanted" (pictured, center), and making cameo appearances in "The Devil Wears Prada" and "Perfect Stranger."
As Norma Jean, Marilyn Monroe became one of The Blue Book Modeling Agency's most successful models in the mid-1940s, appearing on dozens of magazine covers. The attention led to a film contract with 20th Century Fox in 1946 and the rest is history.
Before Taylor Kitsch's breakout role on the TV high school football drama "Friday Night Lights," he was a model in New York City and Los Angeles, modeling for Diesel and Abercrombie & Fitch. He's also appeared as Gambit in 2009's "X-Men Origins: Wolverine" and starred in the films "John Carter," "Battleship" and "Savages."
Liv Tyler started modeling at the age of 14, but grew bored with the job and quit after less than a year to focus on acting. She has since gone on to a Hollywood career that includes "Empire Records," "Armageddon," the "Lord of the Rings" trilogy and "The Incredible Hulk."
Cameron Diaz has starred in movies like "The Mask," "There's Something About Mary" and "Being John Malkovich," but before that she was a celebrated teen model for Calvin Klein and Levi's and once graced the cover of Seventeen magazine.
Famke Janssen was signed by Elite Model Management in the mid-1980s and appeared in advertisements for Yves Saint Laurent, Chanel and Victoria's Secret before retiring from modeling in the early 1990s. Her breakout acting role came in 1995 as the villainous Bond girl Xenia Onatopp in "GoldenEye" and she's gone on to star in the "X-Men" series of films and both "Taken" and its sequel.
Charlize Theron wanted to be a dancer, but won a one-year modeling contract at the age of 16. After spending a year traveling Europe as a model, she moved to the U.S. to study at the Joffrey Ballet School until a knee injury redirected her to Hollywood. She quickly rose to fame in the late 1990s with roles in the box office successes "The Devil's Advocate," "Mighty Joe Young" and "The Cider House Rules" before winning an Oscar for 2003's "Monster."
Brazilian supermodel Gisele Bündchen has it all: A super successful modeling career that got kick-started as a Victoria's Secret Angel, a huge bank account as the world's highest-paid model and NFL quarterback Tom Brady for a husband. She also has a growing acting career, with supporting roles in the movies "Taxi" (pictured) and "The Devil Wears Prada."
Sharon Stone was signed by Ford Modeling Agency in 1977 and worked for a time as a model in Europe. But before long she quit modeling and moved to New York City hoping to break into film. After some smaller roles, she broke through with the help of director Paul Verhoeven's "Total Recall" and "Basic Instinct."
Halle Berry briefly modeled between the end of her beauty pageant career in 1986 and the start of her acting career with a role in the short-lived 1989 sitcom "Living Dolls." She's since gone on to a career that includes roles in "Jungle Fever," the "X-Men" film series and 2003's "Monster's Ball," for which she won an Oscar.
After participating as a modeling contestant in an International Modeling and Talent Association competition, and losing out to Josh Duhamel, in 1997, Ashton Kutcher instead signed with Next modeling agency in New York City. He went on to appear in ads for Calvin Klein and modeled in Paris and Milan before landing his star-making role on the sitcom "That '70s Show."
As noted, Josh Duhamel beat out Ashton Kutcher in a 1997 IMTA modeling completion. When the modeling gig didn't pan out as planned, he turned to acting, first in music videos and then on the soap opera "All My Children." He left the daytime drama for the primetime drama of "Las Vegas" in 2003, before jumping to movies like "Win a Date with Tad Hamilton!" and the "Transformers" series of movies.
Duhamel wasn't the only former model appearing in Michael Bay's "Transformers." Before even Victoria's Secret model Rosie Huntington-Whiteley joined the film franchise in its third go-round, Duhamel and Tyrese Gibson were representing the model-turned-actor contingent. Gibson, who's also starred in movies such as "Baby Boy," "2 Fast 2 Furious" and "Four Brothers," started out as model for companies like Guess? and Tommy Hilfiger.
In the early 1980s, Paulina Porizkova appeared on the covers of Vogue, Elle, Harper's Bazaar, Cosmopolitan and Glamour magazines and became just the second woman, after Christie Brinkley, to be featured on the Sports Illustrated Swimsuit Issue's cover consecutive times (in 1984 and 1985). She made the jump to movies in 1989, starring in "Her Alibi" with Tom Selleck.
Before Freida Pinto became an international star thanks to the Best Picture Oscar-winner "Slumdog Millionaire," the Indian actress was a top model for Elite Model Management.
Elizabeth Hurley has been associated with the cosmetics company Estée Lauder for more than 15 years since the company gave her her first modeling job at the age of 29. Her first big movie role came two years later when she starred in "Austin Powers: International Man of Mystery" and she's since had roles in movies like "Bedazzled" and "EDtv."
Monica Bellucci began modeling in her early 20s, signing with Elite Model Management in Milan. She has posed for French Elle magazine and was the face for a range of Dior products from 2009 to 2011, before signing on to become the new face for Dolce & Gabbana in 2012. After some minor acting parts in the 1990s, she started gaining more attention for roles in movies like "Tears of the Sun," "Brotherhood of the Wolf," "The Matrix Reloaded" and "The Passion of the Christ" in the 2000s.
At the age of 16, Diane Kruger represented Germany in the Elite Model Look competition and started a modeling career afterward. She booked ads from Yves Saint Laurent, Chanel, Louis Vuitton, and more while also appearing on the cover of Vogue Paris, Marie Claire and Cosmopolitan. Since giving up her modeling career to focus on acting, she has landed parts in movies like "Troy," "National Treasure" (pictured) and "Inglourious Basterds." Despite the growing movie career, she has also returned to modeling, becoming the global spokesmodel for L'Oreal in 2009 and the latest face for Calvin Klein's fragrance line Beauty in 2010.
Barely out of her teens, Andie MacDowell signed a contract with Elite Model Management in New York City in 1978. She went on to model for Vogue magazine in the early 1980s and appeared in ad campaigns for Yves Saint Laurent, Armani perfume and Anne Klein, but it was a series of billboards and national commercials for Calvin Klein that earned her an audition for her 1984 film debut in "Greystoke: The Legend of Tarzan, Lord of the Apes." She's since had roles in movies like "Sex, Lies & Videotape," "Groundhog Day" and "Four Weddings & a Funeral."
Ali Larter, best known for starring in the science-fiction drama "Heroes" as well as the movies "Varsity Blues," "House on Haunted Hill" and "Final Destination," got her start as a teen model, signing with the prestigious Ford Modeling Agency in New York City. She skipped her senior year of high school to model in Australia, Italy and Japan before deciding to take acting classes while visiting Los Angeles for a modeling gig.
Part of Larter's inspiration for becoming an actress was her friendship with fellow model Amy Smart. Larter met the aspiring actress while they were both modeling in Italy and the two eventually were roommates in Los Angeles. Smart appeared in "Varsity Blues" with Larter and went on to roles in movies such as "Road Trip," "Rat Race," "The Butterfly Effect" and "Crank."
Lily Cole, who has modeled for Vogue magazine and was named 2004 Model of the Year by the British Fashion Awards, made her first leading movie role opposite Heath Ledger in "The Imaginarium of Doctor Parnassus" (pictured). She also appeared in 2012's "Snow White and the Huntsman."
Cybill Shepherd was a cover model for Glamour, Vogue and Brides magazines in the late 1960s and early '70s before making the leap to movies with roles in "The Last Picture Show" and "Taxi Driver."
Bridget Moynahan got her start modeling for department store catalogs in Springfield, Mass., moving on to appearances in magazines such as Vogue and Elle by the time she was 18. She made her television debut in 1999 in HBO's "Sex and the City" and has since appeared in movies like "Coyote Ugly," "The Sum of All Fears," "The Recruit" and "I, Robot."
Claudia Schiffer rose to fame in the early 1990s as one of the world's most successful models and has appeared on more than 700 magazine covers in her career. Her movie career has been less successful, including playing the role of "Aerobics Instructor" in 1994's "Richie Rich," herself in movies like "Prêt-à-Porter" and "Zoolander," and other small roles in "Black and White" and "Love Actually."
Josh Holloway, best known for playing James "Sawyer" Ford on the TV series "Lost," dropped out of the University of Georgia after one year to pursue a career in modeling. He took on a series of minor roles, including playing a purse thief in the Aerosmith video "Cryin'" and "Good Looking Guy" in a 1999 episode of "Angel," before breaking through with bigger roles.
Canadian Tricia Helfer won Ford Models' "Supermodel of the World" contest in 1992 and went on to model for Ralph Lauren, Versace, Chanel and Giorgio Armani while also appearing on the covers of Elle, Cosmopolitan, Marie Claire and Vogue magazines. Her big breakthrough when it came to acting was when she was cast to play the humanoid Cylon Number Six in the re-imagined "Battlestar Galactica" television series in 2004.
After high school in upstate New York, Chad Michael Murray struck out for Hollywood, where he supported himself with modeling gigs for clients such as Skechers, Tommy Hilfiger and Gucci. He got his big break with a part in "Gilmore Girls," going on to roles in the teen TV dramas "Dawson's Creek" and "One Tree Hill."
Jaime King was discovered at age 14 and soon became a famous fashion model going by the name James King. She appeared in Vogue, Mademoiselle and Harper's Bazarr, among other fashion magazines, before taking on small film roles. Her first major role came in 2001's "Pearl Harbor," followed by starring roles in movies like "Bulletproof Monk," "Sin City" and "My Bloody Valentine 3D."
Before starring as the Man of Steel in Bryan Singer's "Superman Returns" reboot, Brandon Routh modeled to pay his bills as a student at the University of Iowa.
Prior to breaking through by playing the mutant superhero Cyclops in the "X-Men" film franchise, James Marsden was a Versace model. He's also starred in movies such as "Hop," "Hairspray" and "27 Dresses" (pictured).
Alex Pettyfer was a model in several advertising campaigns for Burberry, but left modeling at the age of 15 to focus on acting. He's since landed starring roles in the movies like "I Am Number Four" and "Beastly," as well as a supporting role in "Magic Mike."
Kelly LeBrock began her modeling career at the age of 16, going on to appear on thousands of magazine covers and in fashion spreads before landing roles in movies like "The Woman in Red" and "Weird Science."
Lois Chiles was discovered by Glamour magazine while in college in New York and quickly became a top fashion model of the 1970s. She transitioned that fame into movies, appearing in "The Way We Were," "The Great Gatsby" and the James Bond movie "Moonraker" (pictured, with Roger Moore).
Gemma Ward made her modeling debut at the age of 15 in her native Australia. Within two years she was walking New York runways and became the face of Calvin Klein's Obsession Night perfume billboards, bumping Kate Moss from the job. She made her Hollywood debut as "Dollface," one of three masked intruders in the 2008 suspense thriller "The Strangers." She's also played a mermaid in "Pirates of the Caribbean: On Stranger Tides" (pictured) and had a minor role in Baz Luhrmann's "The Great Gatsby" in 2013.
Analeigh Tipton placed third in the 2008 season of "America's Next Top Model," leading to a contract with Ford Models. She made her film debut in 2011's "The Green Hornet" and broke through later in the year with the role of a babysitter crushing on Steve Carell's character in "Crazy, Stupid, Love" (pictured). She also co-starred in the 2013 zombie comedy "Warm Bodies."