Kate Upton Swept Off Her Feet During Topless SI Swimsuit Shoot

Kate Upton really coulda used a hand -- hers were busy covering her naked boobs when a powerful wave crashed her Sports Illustrated Swimsuit photo shoot, which took place last October.

The gorgeous model was in Aruba ... posing topless, mind you, and standing on top of a massive rock. The photographer and crew were all set to get the perfect shot, but mother nature had other ideas.

The video shows the sheer panic on set once they saw the incoming wave -- a crew member raced to rescue Kate, with shoes in hand, but couldn't get a good grip and it was too late.