Kate Upton Swimsuit Outtakes

March 10th, 2011 // 102 Comments

For reasons that range all the way from not-Charlie Sheen to “My word, Watson, I believe we’ve found breasts,” here are just-released outtakes from Kate Upton‘s shoot for the 2011 Sports Illustrated Swimsuit Issue. I also included behind-the-scene photos of Kate having a bikini painted onto her naked body (Starting here.) because I like to think of this site as a refuge for art first and a pervert’s bungalow second. I’m fancy.

Photos: SI.com

superficial

  1. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    Show em!

  2. Kate Upton Sports Illustrated Swimsuit Outtakes
    Cindy Elmwood
    Commented on this photo:

    This is somehow vaguely less sexy with all the hazmat gear.

  3. Surreal

    i cant believe i went to kindergarten with this girl.. damn

  4. Kate Upton Sports Illustrated Swimsuit Outtakes
    suck it
    Commented on this photo:

    mmmmmm nice!

  5. johng

    I would insert my ballsack into her colon

  6. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    What kind of art hating bastard would “outtake” this picture. This is cover material!

  7. Cock Dr

    That’s a beautiful photo……..no sarcasm here; she’s gorgeous.
    A professional model should be hired for their astonishing good looks …….not because they’re celebrity spawn. So damned sick of that trend.

  8. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    I want to be that paint brush!

  9. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    “Ayyyyy” says the Fonz

  10. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    They’re going to smear the paint…yeah, smear that f***king paint…yeah, that’s nice…

  11. Deacon Jones

    Man…I fucking love tits.

    I seriously think we could end terrorism by air-dropping joints and tits across the Middle East.

    Those hadji’s wouldnt know what to do with themselves, once they’re blazed and motorboating a big pair of tits.

  12. Rhymes with Winning

    She’s looking a little fat. Is she a plus size model?

  13. Talk Hard

    Beautiful. My dick wants to go downtown on Upton.

  14. Kate Upton Sports Illustrated Swimsuit Outtakes
    Hugh Gentry
    Commented on this photo:

    holy perfection

  15. Kate Upton Sports Illustrated Swimsuit Outtakes
    Hugh Gentry
    Commented on this photo:

    num num num num num

  16. Kate Upton Sports Illustrated Swimsuit Outtakes
    Ellie
    Commented on this photo:

    she is SO HOT

  17. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    the greatest benefits of being a lesbian artist.

  18. DogBoy

    Nom. Nom. Nom.

  19. Kate Upton Sports Illustrated Swimsuit Outtakes
    Double D
    Commented on this photo:

    Are those the “Battle”Los Angeles” invasion comets in the sky? Well, if you’re gonna pick a human to anally probe… bingo.

  20. Charlie Sheen would definitely turn this one down.

  21. Kate Upton Sports Illustrated Swimsuit Outtakes
    Cock Dr
    Commented on this photo:

    Fabulous.

  22. Kate Upton Sports Illustrated Swimsuit Outtakes
    G. Cocksplot
    Commented on this photo:

    This is the sum total of my christmas list from now until I die.

  23. Kate Upton Sports Illustrated Swimsuit Outtakes
    Drundel
    Commented on this photo:

    I love the picture holding the tit up. How do I get that job?

  24. Kate Upton Sports Illustrated Swimsuit Outtakes
    action jackson
    Commented on this photo:

    I’ll give you one guess what the guy behind her is thinking

  25. I will fight all of you for this.

  26. Kate Upton Sports Illustrated Swimsuit Outtakes
    Cock Dr
    Commented on this photo:

    It’s not just “side boob”, it’s all boob, with paint.

  27. vitobonespur

    Her legs are a bit too slender for my taste, and I’d be afraid the continual cuffing of the side of my head by her upper thighs and knees might give me cauliflower ears…but what the fuck — I could put up with her. She’s beautiful and I’d take her home just so I could watch her sit on the couch.

    Naked would be nice!

  28. Kate Upton Sports Illustrated Swimsuit Outtakes
    Cock Dr
    Commented on this photo:

    No one’s commented on this one.
    That surprises me.
    I thought those guys scrutinized every crotch pixel like CIA intelligence analysts.

  29. meh

    butterface

  30. anonym

    those tits are goddamn perfect.

    Please hire me to be a boob handler.

  31. Kate Upton Sports Illustrated Swimsuit Outtakes
    American
    Commented on this photo:

    Motorboat noises.

  32. Rough of carnage

    Whos the lucky guy going downton on Kate?

  33. Kate Upton Sports Illustrated Swimsuit Outtakes
    Creepster
    Commented on this photo:

    That is the creepiest looking dude ever. Seriously.

  34. Kate Upton Sports Illustrated Swimsuit Outtakes
    Bobobo
    Commented on this photo:

    I love the way the shadows in the water offset the hot chick in the sand.

  35. IntelligentAsFellasGet

    All I want to know is why she wasn’t on the cover. This woman looks better than Brooklyn.

  36. the captain

    real girls love Rubber & Latex, folks!!

  37. Kate Upton Sports Illustrated Swimsuit Outtakes
    stupidface
    Commented on this photo:

    “She will be my date tonight. I shall paint her like a doll. She just doesn’t know it yet”

  38. Kate Upton Sports Illustrated Swimsuit Outtakes
    Jimmy Crotche
    Commented on this photo:

    I’d give me right nut too motorboat those tits of hers. Hell, I’d even give my left nut also.

  39. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    It’s like she’s reading my mind…

  40. Kate Upton Sports Illustrated Swimsuit Outtakes
    Charmless Man
    Commented on this photo:

    I’m holding this titty for ART!

  41. Kate Upton Sports Illustrated Swimsuit Outtakes
    Reginald vanden Penis
    Commented on this photo:

    I just spontaneously ejaculated!

  42. Kate Upton Sports Illustrated Swimsuit Outtakes
    Honest Abe
    Commented on this photo:

    I like how she covers her nips in this pic while letting her snatch hang out, yet in one of the following pics she does the opposite!

  43. Kate Upton Sports Illustrated Swimsuit Outtakes
    Jay
    Commented on this photo:

    She needs to hit the calf machine, seriously.

  44. Kate Upton Sports Illustrated Swimsuit Outtakes
    Tigerblood
    Commented on this photo:

    I wish I had 4 hands so I could give those boobs 4 thumbs up…

  45. Kate Upton Sports Illustrated Swimsuit Outtakes
    throbbing memberr
    Commented on this photo:

    If I saw this in person, I’d nut in my pants.

  46. Kate Upton Sports Illustrated Swimsuit Outtakes
    Commented on this photo:

    Those lezbos have so much data in their spank banks that their evening will include writhing around in luke warm bath water while lavender scented candle wax is pours out onto the tub. Their fingers will be extra wrinkly.

  47. Kate Upton Sports Illustrated Swimsuit Outtakes
    TracyJ
    Commented on this photo:

    Wow. I am either turning gay or spending a lot of money on plastic surgery.

    Hate you Kate!

  48. Kate Upton Sports Illustrated Swimsuit Outtakes
    brutony
    Commented on this photo:

    Shes got to put some meat on dem bones! Too skinny for me-even when shes pushing in and holding up her itty bittys theyre still not that big!

  49. Eric

    For implants, they’re quite nice.

  50. Kate Upton Sports Illustrated Swimsuit Outtakes
    BEN
    Commented on this photo:

    BRUTONY – YOUR INSANE

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