Kate Upton Poses Topless for Cosmopolitan’s November Issue (PHOTOS)

By: Gabrielle Chung / October 4, 2012

Kate Upton's Sexy Pics
The 'SI' model poses in sexy lingerie.
Kate Upton Poses Nude
Kate Upton bares all in 'Contributor' magazine.
Winter may be coming — but that hasn’t stopped bikini babe Kate Upton from taking it all off.

The 20-year-old graces the cover of Cosmopolitan‘s November issue and bares her signature curves in its sexy featured photo spread.

Sporting an assortment of frilly underwear, the blonde bombshell is seen posing topless in a barn as she dishes about her life for the magazine.

Which body part did Upton say she likes to accentuate the most?

“Which body part I’d like to accentuate? I’d say my eyes,” she quipped. “I always use mascara.”

Despite sky-rocketing to sex kitten status thanks to her bikini-clad Sports Illustrated cover earlier this year, Upton says she’s not afraid to get in touch with her masculine side.

“I’m a mix of a mix — a girlie girl and a tomboy,” she reveals. “When I’m in a city, I’m girlie; but when I’m around a barn, I turn into a tomboy.”

Do you think she looks like a tomboy type of gal in her country-themed shoot? Launch the gallery and judge for yourself.

Watch the video below for behind-the-scenes footage of Upton’s sexy spread.