Kate Upton Goes Topless, Sucks Suggestively on a Popsicle in GQ

Much to the excitement of every red-blooded man in America, Kate Upton is on the cover of GQ's July issue--and man, does she know what she's doing.
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Hayley Phelan
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Much to the excitement of every red-blooded man in America, Kate Upton is on the cover of GQ's July issue--and man, does she know what she's doing.
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Much to the excitement of every red-blooded man in America, Kate Upton is on the cover of GQ's July issue--and man, does she know what she's doing.

The shoot, lensed by Terry Richardson (obv), plays up every sexy-girl-next-door cliche possible--from sucking on a popsicle, to emerging from a pool in a soaked (and see-through) white T-shirt. Despite that, though, Upton still manages to make the shoot feel fresh and interesting, a testament to her, um, talent as a model.

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But Upton's real asset isn't hanging from her chest--it's her awareness of knowing precisely what GQ is doing, and playing into it. She's totally in on the whole bombshell act. For example, when asked what the most exciting thing that's happened to her in her rise to fame was, Upton responded:

"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. 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." Pause, then the kicker: "You wouldn't think that would happen with a one-piece!"

How's that for a mental image, fellas?

Click through to see the whole boobilicious shoot.