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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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86 COMMENTS

No Avatar
1.

Jay W.     

Them fun bags are some natural beauties.

321 days ago
2.

Azi    

I think I felt something move down there.

321 days ago
3.

exmar    

just show 'em already

321 days ago
4.

BLUE UGLY 💩    

Fat cow

321 days ago
5.

she    

dayum

321 days ago
6.

ams165    

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

321 days ago
7.

CJ    

How is a model that fat??

321 days ago
8.

TheRealMe    

Awesome - until I heard her speak.

321 days ago
9.

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....

321 days ago
10.

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.

321 days ago
11.

eric reza    

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

321 days ago
12.

PowerBlue    

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

321 days ago
13.

Truth    

MOTORBOAT all day long

321 days ago
14.

Scott    

5 out of 5 boners recommend this video.

321 days ago
15.

bill    

she is so hot

321 days ago
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