What do you get when you take a former Glee star, a Sports Illustrated supermodel, and put them in a movie directed by William H. Macy? Turns out the result is the new comedy The Layover, a concoction of road trip mayhem, humor, and (of course) some romance.

Lea Michele

According to a Deadline exclusive, the upcoming “sex comedy” revolves around Lea Michele (TV’s Glee) and her lifelong BFF played by Kate Upton (The Other Woman), as they collectively decide to forget about their problems by simply ignoring them and booking a vacation to paradise. When their flight gets rerouted due to a hurricane, however, the ladies find themselves stranded in a St. Louis airport; it is during this layover that they both fall head-over-heels for the same man.

Macy (Fargo, Showtime’s Shameless) takes on his second major motion picture from the director’s chair, with his debut being the 2014 drama Rudderless. Better known for his acting career, Macy’s resume includes memorable films such as Pleasantville (1998), Magnolia (1999), and Thank You For Smoking (2005). The performer, however, told Indiewire how he’s been itching to direct for a decade now:

I think it was a combination of getting older — I’m at a point in my career where it’s time to try something a little more dangerous. I’ve always fancied myself something of a raconteur.

Macy during the filming of ‘Rudderless’

Having directed one episode in season 5 of Shameless (something Macy considered “the hardest thing [he’s] ever done”), the actor expressed his excitement about pairing Upton and Michele together, telling Deadline how he thinks “[t]hey are singular, ambitious funny women in full.”

Upton, the unlikely candidate in this production, remains unintimidated by potential critical backlash, saying, “It actually makes it easier when people underestimate you.” Upton took acting classes for two years prior to her debut film, The Other Woman, which co-starred Cameron Diaz (Annie, Sex Tape) and Leslie Mann (This Is 40, Vacation). With a seasoned performer like Michele at her side, Upton has another chance to test her skills in this upcoming road trip rom-com.

The Layover was authored by It’s Always Sunny in Philadelphia producer/co-star/writer David Horsnby as well as It’s Always Sunny alumnus Lance Krall.