We're getting a behind-the-scenes look from Kate Upton's naked Sports Illustrated 2013 swimsuit issue photo shoot from earlier this year.

The 21-year-old blond bombshell wears only a body-paint bikini that was coated onto her before the shoot, which took place at the gorgeous Emerald Bay in the Bahamas.

"The day here is perfect," Upton says in a behind-the-scenes video from the SI shoot. "The weather is amazing and I was happy to take off my swimsuit for a little warm weather."

In the video, Upton recreates SI's 2011 cover photo, but instead of a bikini, she flaunts lots of skin in only paint that resembles bikini bottoms and a large necklace over her breasts. She poses seductively on the beach while kneeling in the sand.

"The hardest part was by far the necklace," Upton says of the paint. "I don't even know how they did it. They were taking strands and connecting them to the other side, taking off paint, putting it back on, layers and layers."

"I definitely feel naked, because I am," she adds. "It is just paint."


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