Kate Upton Flaunts Cleavage -- Again (PHOTOS & VIDEO)

The Sports Illustrated cover girl dons skimpy lingerie for V Magazine.

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Kate Upton is baring her bod -- once more.

The 20-year-old appears in V magazine's Spring 2013 issue in nothing but lacy lingerie for its vintage-inspired photo shoot.

Shot by international fashion photographer Sebastian Faena, the spread features the bombshell model in a plethora of low-cut numbers as she writhes around in bed with a topless male model.

Last October, Upton gave fans a sneak peek of the racy shoot, writing on her Twitter:

Upton has certainly become a staple in fashion's most high profile publications, having graced the cover various international Vogue issues in the past year alone.

See her best magazine covers in the video above, then check out Upton's latest spread in the gallery -- below.



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  • Andrew

    Nice woman! More her photos here: adf.ly/HZFx1

  • davenport

    she could give me a cleveland steamer or a hot carl or a hot lunch and i'd be sooo happy