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Kate Upton

Naked. Body. Paint.

11/7/2013 8:51 AM PST BY TMZ STAFF



Here's Kate Upton ... basically naked ... with some strategically placed body paint.

You're welcome.

Kate got all painted up for a Sports Illustrated photo shoot -- in the footage, Kate's trying to recreate one of the mag's most famous Swimsuit Edition covers.

We think she nailed it.

"I definitely feel naked," Kate said during the shoot ... "Because I am."

Kate said the artists took a particularly long time to paint on the necklace on her boob area ... yeah, can't imagine why.

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87 COMMENTS

No Avatar
1.

Keyser Söze    

Thank you for sharing.

260 days ago
2.

Jay W.     

Them fun bags are some natural beauties.

260 days ago
3.

Azi    

I think I felt something move down there.

260 days ago
4.

exmar    

just show 'em already

260 days ago
5.

BLUE UGLY 💩    

Fat cow

260 days ago
6.

she    

dayum

260 days ago
7.

ams165    

I'd lick it, stick it and hit it.....

260 days ago
8.

CJ    

How is a model that fat??

260 days ago
9.

TheRealMe    

Awesome - until I heard her speak.

260 days ago
10.

firebaby    

kate upton is a nice girl, cute face, great boobs, funny personality, but she has a strange shape (very boxy, no waistline or hips)....
still, i find it funny how people say she's fat, or how others think she's the best thing ever happened to the female species....
she's pretty, but no one is 100% perfect....

260 days ago
11.

kitnplayn    

Why not take a walk over to you tube and search her real name, Lauren Caitlin Upton. You will laugh and cry at the same time. First link, Miss South Carolina 2007.

259 days ago
12.

eric reza    

she's hot..but needs to tighten up waist area..can def tell they air brushed those down for cover

259 days ago
13.

PowerBlue    

There is no hetero guy who could finish painting that necklace without burying his face right in-between there...

259 days ago
14.

Truth    

MOTORBOAT all day long

259 days ago
15.

Scott    

5 out of 5 boners recommend this video.

259 days ago
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