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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
31.

barney    

Kate is Beautiful and has Amazing Boobs and a great body. Without a doubt #1 compared to the rest of the female stars of today. Pay attention ladies Kate is what a 100% natural woman is supposed to look like.

265 days ago
32.

Rad-Z    

Oh my God...I loss my breath.....
http://www.reverbnation.com/radz/song/19092235-serious-feat-trackmatter-and-sire

265 days ago
33.

Straight Talkin Texan    

Her breasts are amazing. I'm a straight girl, and I want to suck on them!

265 days ago
34.

Vince    

No thanks, I'll take the thousands of hotter women on the internet who actually show their tits

265 days ago
35.

Chancho    

She has the flabbiest mid section I've ever seen on a model. No shape... She's a blob IMO

265 days ago
36.

Michelle    

Total Hetro chic and all I can say is DANG!!!!!!!!!!!!!!!!!!! You go girl. I love how HEALTHY and NATURAL she is. She gives women a positive body image to look up to. Marilyn Monroe would be jealous.

265 days ago
37.

Metta Worldhate    

I wanna put a baby in yo' butt.

264 days ago
38.

backfire    

Shocking to look at a real, authentic breast in 2013. It's not the hard round ball attached to a bony chest.
Gorgeous.

264 days ago
39.

The Original    

Kate Upton naked, showing her boobs? Now that is a surprise. She (and other wh*res like her) are the reason why women will never be taken seriously. Better find a respectable job, Kate. Your boobs will be dragging on the ground by the time you're 30!

264 days ago
40.

J.E.B.    

WHO was the lucky dude who got to paint Kate, and is there a video of the process?

264 days ago
41.

Wes    

I don't think your waistline is supposed to start at the ribcage lol...muffin top pudgy plain looking girl.

264 days ago
42.

WallStreet    

Edible body paint? Damn, that girl has got a stunning collection of sweater puppets. I'd volunteer to draw the crotch panel lines on that faux bikini bottom, but I'd have to add a strand or two of pearls to that necklace. Thanks Obama!!!

264 days ago
43.

WallStreet    

Zaftig

Look it up

You're welcome...

264 days ago
44.

Gabe    

That is probably the best thing I've ever seen...Thanks TMZ!!!

264 days ago
45.

JayJ4509    

This is really old LOL Slow TMZ

264 days ago
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