Kate Upton is on the cover of Sports Illustrated 2013 Swimsuit edition, and goes topless beneath a polar jacket and bikini bottoms.

The headline reads “Kate Upton Goes Polar,” and the inside spread features the 20-year-old model in body paint and an array of bathing suits.


Upton was also a cover model for Sports Illustrated’s Swimsuit magazine in 2012.

Upton is definitely the latest "It" girl, even landing a fashion spread in Vogue magazine back in October.

Upton was shot by top photographer Steven Meisel, and is shown in a sexy backless one-piece in addition to chic fashion wear.

The seven-page spread was appropriately titled, "The New Girl.”

Upton, who made her second appearance in the coveted fashion magazine, spoke about keeping her curves in a weight-obsessed industry. 

“I don’t want to starve myself.  I still want to hang out with my family and be a normal girl. You have to be confident, and that doesn’t mean starving yourself,” she says.

“I think it’s important to look at magazines and think a healthy lifestyle is attainable.

Now that the fashion industry likes the idea of me, I’m happy if I can have an influence,” Upton went on to say. 

Upton is dating Justing Verlander, a MLB baseball pitcher for the Detroit Tigers.