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All About Kate Upton's Sexy 'Sports Illustrated' Cover Look

02/14/2012 at 04:00 PM ET

Kate Upton Sports Illustrated
Walter Iooss Jr./Sports Illustrated

Much has been said about that itty-bitty bikini, but Kate Upton’s sexy Sports Illustrated cover look goes beyond the bathing suit. The 19-year-old stunner was glammed up by the magazine’s team of makeup artists and hairstylists — though they admit she didn’t need much help looking gorgeous.

“The great thing about Kate is that there’s kind of a look that she has — she has that blonde hair, a beauty mark in the right place,” makeup artist Tracy Murphy explains to PEOPLE. “She’s like, the girl that’s born to be a bombshell. It’s already there.”

Murphy used some bronzer, waterproof mascara and nude lip balm on her model, touched up her eyebrows and sent her on her way. “She has really beautiful coloring, those naturally rosy cheeks you have when you’re 19,” Murphy says. “It was really effortless beauty with her.”

Her hair was a different story. Though stylist Peter Butler prepped as best he could, Mother Nature got in the way. “Take about 50 to 60 mile-per-hour winds,” he jokes of attaining her beachy waves, which he created using a 2-in. curling iron and Leonor Greyl mousse. “Usually beach hair is pretty natural and raw, so it’s more about trying to control it as much as possible, while still keeping it natural.”

Kate Upton Sports Illustrated
Walter Iooss Jr./Sports Illustrated

Because of the winds in Sydney, Australia, where Upton was shot, Butler had to give his client some tips. “I pretty much told her how to hold her hair in the wind,” he recalls. “We had to find the angle for the wind to blow it the right way. It was a lot of luck.”

The cover image itself was a lucky get, too; senior editor MJ Day says there “was a lot of excitement when we were shooting this. We had really tough weather when we were shooting, and it was one of those days when it was clear and perfect and beautiful.”

Day combed through about 10,000 swimsuits, finding the perfect Suit Yourself Bikini by Kathleen Bruening ($180) for Upton’s shoot. (She also wears a bangle by jewelery designer Sydney Evan.) “It was such a tiny top and such a tiny bottom, but still sophisticated, flattering and sexy,” she says. “We just loved it on her.” Read Upton’s reaction to her cover unveiling here.

Want a sexy swimsuit of your own? Head over to gilt.com/swim, where the site is selling sexy swimsuits and limited-edition surfboards in honor of the annual issue. Proceeds from all sales will benefit the Nature Conservancy. Tell us: What do you think of Upton’s cover?

MEET ALL THE SEXY SPORTS ILLUSTRATED SWIMSUIT MODELS

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Showing 68 comments

Christine on

those are considered bathing suits? Her privates might as well be out. I would never pose for this!

megan on

the girl is beautiful but i would feel so uncomfortable and that barely there bikini. I was watching this video of a Naomi Campbell interview and she said doing the Sports Illustrated shoot was the one thing she wouldnt do again. she said she didnt feel beautiful at all

Glenn on

It’s a great suit for showing off skin (which I can certainly appreciate) but the top doesn’t fit her at all, and I think she owes a huge tip to whoever waxes her down there.

Sharon on

Such a pretty woman, with a nice body. But, the bikinis are way too small on her.

Heather on

way to be classy!!! i don’t think any body type looks flattering in these types of “bathing suits”

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[...] Kate Upton's Sports Illustrated Cover: All the DetailsPeople MagazineMuch has been said about that itty-bitty bikini, but Kate Upton's sexy Sports Illustrated cover look goes beyond the bathing suit. The 19-year-old stunner was glammed up by the magazine's team of makeup artists and hairstylists — though they admit she …Sports Illustrated Swimsuit cover: Kate Upton, 19The Associated PressSports Illustrated model Kate Upton Photoshopped? 2012 cover model appears to …New York Daily News [...]

Kathy on

Not very classy at all. But what I’m most concerned about is when is the swimsuit issue of men only coming out?????

Kasee on

There is absolutely nothing about the first bikini that is sophisticated or flattering. The second one is not very flattering either. It’s like they decide what size swimsuit to get and then just force the model to wear it no matter what. That first “suit” is practically pornographic. It’s a shame because she is a pretty girl who could have looked much better.

Judi on

classy? who are you kidding? I don’t care how great a woman’s shape may be, that suit is tasteless. May as well be naked.

makafortune on

I don’t know who her waxer is but “bravo”….LOL.
At least her over-exposed assets are all natural.

SLB on

They should have used the 2nd picture as the cover. The actual cover is not flattering at all. The shadows on her face do not help show how pretty she really is. I saw her on the today show and she came across a bit ditzy but this is what guys like I guess right?

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mememe on

She is beautiful, obviously. But I don’t think the angle of this photo is flattering at all. It’s like one long long torso with boobies. I really dislike the choice – not her, but the photo.

Bella on

she a natural beauty…

JELIOUS_WOMEN on

WHY ARE ALL YOU WOMEN HATING? WELCOME TO THE WORLD U CREATED!!! IF YOU HAD THE HAIRY CAT TO TELL US MEN THAT THIS IS NOT OK AND NOT TAKE PART IN IT THEN MAYBE THIS COUNTRY WOULDNT BE THE WAY IT IS…. NOW GO BACK TO UR SPOTS AND DO WHAT WE SAY

Lulu on

The model is beautiful — too bad they chose this unflattering, too small suit for her……so many other suits that she would have looked amazing on her body.

Ed on

Stunningly beautiful. Absolutely nothing wrong with showing off a beautiful body. If someone doesn’t think it appropriate to display, then simply get out of the way so the rest of us can get a better view.

JELIOUS_WOMEN on

WHY ARE ALL YOU WOMEN HATING? WELCOME TO THE WORLD U CREATED!!! IF YOU HAD THE HAIRY CAT TO TELL US MEN THAT THIS IS NOT OK AND NOT TAKE PART IN IT THEN MAYBE THIS COUNTRY WOULDNT BE THE WAY IT IS…. NOW GO BACK TO UR SPOTS AND DO WHAT WE SAY2321

Holly on

People are “hating” because she could have looked great, but that swimsuit is horrible for her.

Faye on

the suit does not do her any justice…too small too tiny…not her size at all…might as well go naked becos one little mistake, her privates is all out there for public consumption. tasteless and shame to the sports Illustrated people for doing this to such a young young woman.

Dave on

This bikini is modest by Brazilian standards. I love the way she looks in it. If you have it, flaunt it. Jealous women can eat your heart out.

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Tammy on

At least her breasts must be real – no 19 year old would ask for those saggy things. Expect more sophistication from SI

jay on

Personally I prefer perky versus the ravages of gravity–such a shame that gravity has already hit a 19-year-old!

Sage on

Ick. This thing is barely covering her lady parts. She is beautiful, but she might as well go nude. Sheesh

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kacey on

..well…interestingly enough, I could almost smell the catty comments from the article. Honestly, who really cares about the size of the bikinis? As a woman, I can admire that this girl is a pretty good-looking gal, and she *ROCKED* it, in the photos…and no…I don’t bat for the home team. I just don’t understand how so many women, can become so unyielding and hyper-sensitive to some photos of a bikini model. Get over yourselves!!!!

Guest on

I’m sorry ladies, but this periodical is geared toward heterosexual men. And this is PRECISELY what heterosexual men want to see.

Hot chicks wearing next to nothing.

∴ your arguments are COMPLETELY invalid.

mary on

what’s up with her boobies?
seriously? she is only 19.
i’m 30, and my boobs look 100% better :) NATURAL.

Ashley on

Can you say AIRBRUSH? No one looks like that in real life – not even Kate Upton!

Beth on

A LADY wouldn’t be caught dead in a “bathing suit” like that. I’ve never seen anybody on any beach dressed like that.

cliffton on

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jennrae on

Her breasts look great! What’s this talk of gravity? They look soft and natural to me. Lohan sags. This girl sizzles. Although, in person, or I guess candid shots, she looks barely 16, all made up to look older–very Toddlers/Tiaras. When you see pics of her holding the magazine, it’s hard to reconcile the two.

Molly on

What an absolutely beautiful girl with a body to be envied – why did they chose to make it look like porn instead of how gorgeous it truly is. Show a little less – much more classy and sophisticated, not to mention attractive!!!

Debbie on

There is no doubt she is a beautiful girl. I just feel extrememly uncomfortable with her being on 19yoa. I understand she is “legal” but the thought of older men drooling over 19yoa young woman makes me a bit sick to my stomach.

Mother of a 19 yr old on

Come on Sports Illustrated! Why even bother to have on a bathing suit. Should be called skin suit issue.
Might as well be in Playboy.

Leanne on

What’s with the bikini’s made for a 5th grader?!?!LOL. She is very beautiful and I love the fact that she is not the sickly thin type… but really what’s with those suits?!?! Sophisticated?? I dont’ think so!

Shar on

I just don’t like the idea of girls 18, 19, 20 years old being looked at like this. The bikini is too small, I agree. I rather the men stare at the older girls, these girls are fresh out of high school. Just seems wrong.

Mileysucks on

The bathing suit is so tiny! I think she looks great in it but the picture does not flatter her beautiful face. That is really too bad!

kay on

Gorgeous girl. I just wish she waxed her mustache…

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Zelda on

Are you serious? Natural beauty is the response of many. Her boobs are clearly not natural.

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Hmmm on

Not really seeing the problem here.

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So you say there’s a chance.

Bobcobb on

So you’re saying there’s a chance.

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