Swimsuit

Topless Kate Upton refuses to get out of bed for V Magazine

Kelsey Hendrix

Kate Upton Videos, Sports Illustrated Swimsuit 2014

Those bedroom eyes could kill...

In a new photo feature for V Magazine, three-time SI Swimsuit cover model Kate Upton and some of the industry's hottest models refuse to get out of bed—making for one unforgettable Fall 2015 issue. Posing on her back, Kate steals the spotlight in high-waisted, white-lace La Perla briefs and a fishnet body suit that leaves little to the imagination. 

Let's just say that photographer Sebastian Faena probably had the sexiest day of his career on set for this shoot...

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Posing alongside Kate in the feature are models Miranda Kerr, Candice Swanepoel and Joan Smalls, just to name a few. To see the full feature, be sure to pick up the latest copy of V Magazine when it hits newsstands on September 10th. 

BONUS: See some of Kate's best moments from SI Swimsuit 2014!

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Beach Bunny Swimwear.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Pitusa.

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Kate Upton was photographed by James Macari in Cape Canaveral. Swimsuit by Target Limited Edition Swimsuit Collection.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Ola Vida.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by PISTOL PANTIES BY DEBORAH FLEMING.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Peixoto Swim.

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Kate Upton was photographed by James Macari in Cape Canaveral. Swimsuit by DELFINA.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Luli Fama.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Vanda Catucci.

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Kate Upton was photographed by James Macari in Cape Canaveral. Swimsuit by DELFINA.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Kate Swim.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Basta Surf.

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Kate Upton was photographed by James Macari in Cape Canaveral. Swimsuit by MIKOH.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Beach Riot.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Kate Swim.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Beach Bunny Swimwear.

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Kate Upton was photographed by James Macari in Cape Canaveral. Swimsuit by Lolli Swim.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Martha Rey for The La Boheme.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Ola Vida.

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Kate Upton was photographed by James Macari in the Cook Islands. Swimsuit by Kate Swim.

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Kelsey Hendrix

KELSEY HENDRIX