We got a sneak peak of Kate bustin' out on the July/August cover as America's No. 1 beauty. We're told the cover was shot in Israel's Negev Desert -- where temps can hit 118 degrees -- and Upton gave off some serious Marilyn Monroe vibes.
Kate beat out Gigi and Bella Hadid, Kylie and Kendall Jenner, as well as Melania and Ivanka Trump. We smell a fake news tweet coming from 45.
The Hot 100 issue drops June 19, and a huge party for it goes down July 21 at the Hollywood Palladium. Lagardère Sports & Entertainment and Rooftop2 Productions are producing it, and yes ... Kate and many other of the 100 hotties'll be there.
You probably won't, so check out what you're missing ...