In case her sexy Sports Illustrated Swimsuit Issue cover from earlier this year has already worn out its welcome on your magazine rack, supermodel Kate Upton returns with an arguably even sexier, topless photoshoot for men’s lifestyle magazine GQ.

Famed celebrity photographer Terry Richardson shot the voluptuous Upton with summer-themed props, not least among them a red, white and blue popsicle for the July cover. Inside the issue (and GQ‘s web site), you can also get a NSFW peak of a Upton holding her bust.

Upton admits that such shoots sometimes get you into trouble. “For the GQ photo shoot, we were on that ride where the seat spins while the actual ride is spinning, and I’m wearing a one-piece [swimsuit],” Upton told the magazine. “And all of a sudden the whole entire top falls off! I’m holding myself, laughing, turning bright red, but a lot of people are watching, so they kicked us out of the Santa Monica Pier — it was so embarrassing.”


Read more about Kate Upton here:

Ellen DeGeneres: Kate Upton Is Dating Mark Sanchez

Kate Upton Is Sports Illustrated Swimsuit Issue Cover Girl

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