She covered the iconic Sports Illustrated Swimsuit edition in both 2012 and 2013.
And buxom beauty Kate Upton showed the magazine's brand new cover girl Hannah Davis how it's really done by posing for a sexy photoshoot of her own.
The 22 year-old model goes topless in the black-and-white image, which esteemed photographer Sebastian Faena shared on Instagram.
With her bright blonde locks, dark eyebrows and beauty spot, Kate looked like she was channelling old-school Hollywood sex symbol Marilyn Monroe.
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