Kate Upton posted nearly naked for a hot photoshoot. The Sports Illustrated Swimsuit model joined  Miranda Kerr, Rosie Huntington-Whiteley, Candice Swanepoel, Amber Valletta, Joan Smalls and Anja Rubik in bed for a new photo shoot for V magazine's Fall 2015 issue.

Kate Upton is getting ready for the promotion of her new movie "The Layover," which is set to hit big screen in 2016. This is Upton's fourth big screen appearance. She was most recently seen in "The Other Woman," with Cameron Diaz and Leslie Mann.

Upton, 23, bared on breast as she laid on her back in nothing but white lace La Perla briefs and a mesh bodysuit over a thong.

Amber Valletta, 41, posed topless on in nothing but white Guess jeans, Wolford tights and La Perla briefs.

Kate Upton graces the cover for the maiden issue of CR Men's Book. The CR Men's Book editor wrote that Kate Upton was the perfect cover model.

"For nostalgia's sake alone, she was the first-ever cover star of CR Fashion Book's rebirth issue in 2012. Perhaps the more obvious reason is the way men and women alike have responded to her since," the cover story reads.

"The first issue of CR Men's Book is centered around Carine's archetypes of masculinity-men who have both embodied and challenged the norm by blurring the boundaries of gender, sexuality, and style in their respective times."

Upton is "beloved by most modern men in her own right" according to the editorial.

Upton is "the opposite of me-a Marilyn of today. For my new CR Men's Book, she represents different types of beauty and the sexual fantasies of all men," wrote Stylist Carine Roitfield.

E! News reported that Sebastian Faena shot the hot Upton CR Men's Book cover.

"Upton channels rocker Patti Smith for the sexy, high-fashion shoot which features the blond stunner in a neutral ensemble, including a lacy cream-colored lingerie-style dress teamed with a matching button-down shirt as well as a military jacket tied around her waist," the magazine wrote.

Justin Verlander's girlfriend graced the Sports Illustrated swimsuit cover twice

The Detroit Tigers pitcher Justin Verlander is trying to get the "Sexiest Woman Alive" to settle down.

International Business Times repored that the Sports Illustrated model has been saying no to the marriage proposals of the baseball player.

"She's young, and he understands that her movie career is taking off, but her resistance is starting to test his patience," an insider revealed to OK! Magazine.

"Justin has proposed too many times that he's lost count. It won't be a surprise if they call it quits," the source said.

Kate Upton and Justin Verlander have been in a relationship for one and a half years now.

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