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:
— Kate Upton (@KateUpton) October 27, 2012
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.