And thus, a great comic duo is born.

"The Other Woman" is a female empowerment comedy and buddy picture, a PG-13 "Bridesmaids," as if that were even possible. But it is, because of Cameron Diaz and Leslie Mann.

Diaz, whom future generations will look back on in awe that anybody so skinny/sexy could be so scary, takes the straight-woman role to Mann, an underrated comedian who hasn't worked nearly as much as she should have since she married comic brand name Judd Apatow.

This farce, about romantically jaded lawyer Carly (Diaz), who realizes her new love of the past two months is actually married to Kate, a prattling, scattered but sweet housewife (Mann), gives Diaz a few pratfalls, a lot of pricey clothes and the occasional bikini, and Mann everything else -- especially every funny thing.

Kate all but collapses on learning the truth in Carly's office.

"Does this open?" she mumbles, groping and poking, dazed, at a wall-sized window she'd like to jump through.

"You had sex with my husband ... 50 times? Don't you have a JOB?"

Kate cries to Carly, drinks with Carly, badgers Carly with calls.

And she drops in, uninvited, on Carly's swank city apartment.

"I don't want to sit anywhere you and Mark had sex."

"Hmmmmm."

Mann, who stole "Knocked Up," plays a great drunk. Pouring her into Carly's chauffeured Town Car is like watching Buster Keaton in high heels.

Worldwise Carly gets why Mark (Nikolaj Coster-Waldau) would cheat on Kate. She's a clingy ditz, unable to train her Great Dane, catering to her entrepreneur hubby's every need. Even Kate gets that.


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But Kate wins Carly's sympathy, and ours.

The Diaz-Mann pairing is helped by a pair of funny supporting players -- pop singer Nicki Minaj, a Picasso-parody of what real women look like, plays Carly's secretary, and Don Johnson is Carly's five-times-married massage addict of a father.

And then the ladies meet a third "other woman," Amber (voluptuous model Kate Upton). While it's not her fault that this Nick Cassavetes comedy hits the wall when Upton shows up, she's no actress. Parking her next to Diaz and Mann probably scared the wits out of the older women, but Upton looks like a cheerful, chipmunk-cheeked collection of shapely, dull-eyed baby fat next to them.

Cassavetes plays around with the soundtrack, underscoring Kate's "little Edith Piaf moment" breakdown with a funny-sad cover of "La Vie en Rose," getting a little too on-the-nose by using "Mission: Impossible" music for Kate and Carly stalking Mark as he sneaks off to cheat.

It's too long, and gets more obvious the longer it goes. The villain is weak, and Minaj's caricature seems straight out of a Tyler Perry picture. But Melissa Stack's script has snap and crackle to go with the pop, making this female wish-fulfillment fantasy an "Eat, Pray, Revenge" that delivers the punches that two "Sex and the City" movies never could.

'The other woman'

* * ½

Rating: PG-13 (for mature thematic material, sexual references and language)
Cast: Cameron Diaz, Leslie Mann, Kate Upton, Nikolaj Coster-Waldau, Don Johnson, Nicki Minaj
Director: Nick Cassavetes
Running time: One hour,
49 minutes