Watch: Kate Upton Bares All In Nothing But Paint

The 'Sports Illustrated' Swimsuit covergirl poses in body paint for the 50th anniversary issue.

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Kate's 2nd 'SI' Cover
Kate Upton bares bod...again. Read More »

Fact: Kate Upton's bombshell body makes for a beautiful canvas.

For her second Sports Illustrated Swimsuit Edition cover, the supermodel skipped a bikini top, wrapping up in nothing but bottoms and the now-infamous Canada Goose Chilliwack Bomber despite the bone-chilling temperatures of Antarctica.

But within the pages of the annual glossy, Upton casts off clothing altogether, posing in nothing but body paint — a design inspired by Delfina Swimwear — on the Emerald Bay beaches of the Bahamas.

“The day here is perfect. The weather is amazing," she says in a behind-the-scenes video from the shoot. "I was happy to take off my swimsuit for a little warm weather."

While the sun shining down made Upton's job a breeze, the body-paint artists were put to task.

“The hardest part by far was the necklace," the model explains. "I don’t even know how they did it. They were taking the strands and connecting it to the other side, taking off paint [and] putting it back on, layers and layers.”

Posing in the tropics was a far cry from frigid temperatures Upton had to face during her cover shoot in Antarctica. “I could really only do it for a minute and then everyone would come running and throw blankets on top of me and they would build me like a little blanket cave,’’ she told the TODAY show Tuesday. “I really went all out on this. We went there thinking we might not even get a shot, and came back with the cover.”

Even upon leaving, Upton felt lingering aftereffects from the arctic. “It was freezing. I’m from Florida, so it wasn’t great for me," she said. "When I came back I was losing hearing and eyesight because my body was shutting down, it was working so hard to keep warm. I was thinking warm thoughts."

But it all paid off. Upton is now only the fifth model to have back-to-back Sports Illustrated Swimsuit Edition covers, following in the footsteps of Christie Brinkley (1979-81), Elle MacPherson (1986-88), Paulina Porizkova (1984-85) and Tyra Banks (1996-97).

Though it was set to be unveiled at David Letterman's NYC studio Monday, Upton's second Sports Illustrated splash leaked online Friday, promoting the publication to issue a high-resolution version of it on Twitter. “For me, I like to know everything, so I was actually a little excited (about the photo leaking early),’’ Upton said. “I was able to prepare."

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  • Melissa

    Agreed, she doesnt look bad with the weight but she seems to have no muscle tone.

  • Melissa

    I think she has no waist/hips and her breasts are way too big to go topless/slinky suits.. Im not hating on her, I think she is gorgeous, but she is definitely not suited right in any of these. She looked HOT in her guess ads, where the clothing and suits flattered her.

  • Matt

    Kind of seems she put on some weight there....

  • Sciguybm

    God made woman. However; God only made 1 Kate Upton. Darn.....

  • SR

    She looks amazing, very surprised she is still single.

  • SR

    Did it hurt your pee brain to say something so dumb or did you feel nothing you nasty SOB

  • Joe

    She has no waist...

  • Jaded OldMan
    Jaded OldMan

    Very nice

  • Keith

    Hoping that is edible body paint.

  • Hard Onn
    Hard Onn

    She said she feels "Totally naked because she is" If I was painting her boobs I would have mixed in some jizzzz!

  • Hard Onn
    Hard Onn

    Totally nude as far as I can see!

  • John Habernathy
    John Habernathy

    tHick middle? Douchebag. Great sideboob? Douchebag.

  • Diane

    Love Kate Upton. She's a natural beauty. So hard to see girls embracing their natural bodies like she does. Go Kate!

  • Mike

    Great sideboob

  • Me