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