Kate Upton, Bobbi Brown

Bobbi Brown

Need an afternoon pick me up? These jaw-dropping Kate Upton modeling pics ought to do the trick.

After her drool-worthy summer ads, Upton is returning to Bobbi Brown as the celebrity face of the brand's holiday beauty campaign. And now, we're showing you all the behind-the-scenes candids of the 22-year-old's stunning photo shoot.

The Scotch on the Rocks collection shows the celebrity spokesmodel shooting a few serious sexy over-the-shoulder gazes, tousled wind-blown hair and everything. Smoky eyes, vibrant lips and a porcelain complexion make up Upton's glam beauty looks.

Kate Upton, Bobbi Brown

Bobbi Brown

In a sneak peak of the final ads, the model looks straight out of Hollywood's golden era. Rocking a fierce smoky eye with the brand's Warm Glow Eye Palette and a cat eye made using the Black Scotch Long-Wear Gel Eyeliner to match, there's no looking away from this drop-dead gorgeous shot. And that Bordeaux lip color? Excuse us while we collect out jaws from the floor, because girl looks ah-mazing.

The Sports Illustrated cover girl replaced Katie Homes as the celeb face of the brand back in June, tackling the brand's Surf and Summer campaign. And oh, did she not disappoint.

Kate Upton, Bobbi Brown

Bobbi Brown

"Kate is proud of her healthy body and has a beautiful face for makeup," Bobbi Brown said in a statement after announcing her campaign with Upton. "She is a real woman, a natural beauty, athletic, and radiates confidence, but doesn't take herself so seriously. She's having fun and enjoying life, and that is pretty powerful."

Kate Upton, Bobbi Brown

Bobbi Brown

And don't think this the only campaign Ms. Upton is lending her gorgeous face to—Express and Sam Edelman also boast the bombshell's face on their ads.

Want to copy Kate's red-hot holiday look? Shop the holiday collection online now!

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