Kate Upton, V Magazine

Sebastian Faena/V Magazine

These supermodels are all about boobs, butts and bedroom eyes!

(Warning: NSFW!)

Kate Upton, Miranda Kerr, Rosie Huntington-Whiteley, Candice Swanepoel, Amber Valletta, Joan Smalls and Anja Rubik show some seriously sexy, scantily clad looks while lying on a bed in a new photo shoot for V magazine's Fall 2015 issue.

Upton, 23, poses on her back, wearing a white lace La Perla briefs over a mesh bodysuit, peeled away at the chest to reveal one bare boob, as she cups both and gives a sultry stare.

Kerr, 32, putts her butt on display while lying on her front, also wearing a white mesh bodysuit, peeled slightly to reveal her bare shoulder, over a thong.

Miranda Kerr, V Magazine

Sebastian Faena/V Magazine

Valletta, 41, lies topless, also on her back, wearing white Guess jeans and matching Wolford tights and La Perla briefs.

Amber Valletta, V Magazine

Sebastian Faena/V Magazine

The Fall 2015 Issue of V magazine hits newsstands on Sept. 10.

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