The lovely and talented Kate Upton

<b>Kate Upton's Everywhere</b> The world fell in love with the lovely Kate Upton when she graced the cover of "Sports Illustrated Swimsuit Issue" in 2011. Since then, the 21-year-old has moved into acting. Perhaps it was her winning smile or her proclivity to share in-bed photos like this one that captured America's hearts?  Whatever "it" is, Kate's got it.  <a target="_blank" href="http://www.etonline.com/news/147267_22_guys_who_are_super_excited_to_stand_next_to_kate_upton/">Click here</a> to see more of the bodacious blonde. (Instagram)

<b>Kate graces Vogue</b> "The Other Woman" star grace the cover of U.K's Vogue in a retro swimsuit. Showing off her most talked about assets, the model denied reports her famous figure has lost her jobs. "It's weird that in the press they'll be like, 'Your biggest fight was with the industry and the designers,'" she told the <a target="_blank" href="http://www.vogue.co.uk/news/2014/04/30/kate-upton-vogue-cover-june-issue-british-vogue">magazine</a>. "I'm like, 'No, my biggest fight was with my agents, trying to get them to sign me into the castings.'" (Vogue) (Vogue)

<b>Double take</b> Upton channeled her inner Marilyn and had us doing a double take. Her retro do and famous curves completed her modern Monroe look at the premiere of her upcoming film, "The Other Woman." Check out other eerily similar-looking stars <a target="_blank" href="http://www.etonline.com/news/139466_Celebrity_Lookalikes/index.html?page=NDU=&amp;itmCnt=MQ==">here</a>. (WENN/AP) (WENN/AP)

<b>Demure Dame</b> The bubbly blonde opted for a more mature look at the UK screening of "The Other Woman." (Reuters) (Reuters)

<b>Katee in Spaaaaaaaace</b> Well not quite. Just in a zero gravity parabola flight for the 2014 Sports Illustrated Swimsuit edition. What will they think of next? (James Macari)

<b>Kate's 2013 Cover</b> Upton went to Antartica for the cover of the 2013 Sports Illustrated Swimsuit edition. Out of a dozen or so photos in which she appears, the cover shot "is the most clothes I'm wearing in the whole issue," she said in a phone interview. "It was a sort of I-love-you from the editor: 'I'll let you wear a coat for this one.'" Click through for some more photos of the beautiful star.

<b>Bouncy Kate</b> Kate was seen <a target="_blank" href="http://www.etonline.com/gallery/132006_Big_Busted_Women_In_Hollywood_Top_10/index.html">jumping around</a> on the set of "The Other Woman" and came very, <i>very</i> close to a wardrobe malfunction. (Splash News Online)     (© www.splashnews.com)

<b>Inside Pics</b> It's hard to believe Kate posed almost nude during her shoot in Antartica.When she returned to her home in Florida, Kate said she was "very, very sick."  "I don't think you can go to Antarctica and stand in a bikini without that happening," she explains. "But I didn't die, and I'm OK now."

<b>Self-Promotion</b> Promoting her latest cover, Kate arrives at the "Late Show with David Letterman" in New York on Feb.11. For more pics of Kate, go to <a target="_blank" href="http://www.x17online.com">x17online.com.</a> (X17online.com)

<b>Kate Upton Covers UK Vogue</b> The model has made the successful, tricky transition from bikinis to high fashion. (UK Vogue)

<b>Kate Upton</b> In the magazine, the editor says Upton is 'hardly a heffalump.' High praise indeed. (UK Vogue)

<b>Kate Upton</b> The world's most wanted swimsuit model is making the switch to high fashion, but she tells the November issue of Vogue she's not going to starve herself to do it.  “I think it’s important to look at magazines and think a healthy lifestyle is attainable,” she says. “Now that the fashion industry likes the idea of me, I’m happy if I can have an influence.”  <b>More at Vogue.com</b> <a target="_blank" href="http://www.vogue.com/magazine/article/kate-upton-the-new-girl/#1?mbid=synd_foxnews">Kate Upton in Vogue</a> <a target="_blank" href="http://www.vogue.com/magazine/article/superman-returns-tim-tebow?mbid=synd_foxnews">Tim Tebow's First Vogue Photo Shoot</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/angelina-jolie-in-vogue?mbid=synd_foxnews">The Best of Angelina Jolie in Vogue Over the Years</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/lady-gaga-best-dressed-moments?mbid=synd_foxnews">Lady Gaga's Most Memorable Outrageous Looks</a>   (Annie Leibovitz/VOGUE / Steven Meisel/VOGUE )

<b>Kate Upton</b> “When I lived in Florida, the swimsuit was the key wardrobe piece,” she says. “I lived ten minutes from the beach, but I never sat there and said, ‘I want to be every man’s fantasy.’   <b>More at Vogue.com</b> <a target="_blank" href="http://www.vogue.com/magazine/article/kate-upton-the-new-girl/#1?mbid=synd_foxnews">Kate Upton in Vogue</a> <a target="_blank" href="http://www.vogue.com/magazine/article/superman-returns-tim-tebow?mbid=synd_foxnews">Tim Tebow's First Vogue Photo Shoot</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/angelina-jolie-in-vogue?mbid=synd_foxnews">The Best of Angelina Jolie in Vogue Over the Years</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/lady-gaga-best-dressed-moments?mbid=synd_foxnews">Lady Gaga's Most Memorable Outrageous Looks</a> (Steven Meisel/VOGUE)

<b>Kate Upton</b> “She is beautiful, sexy and all-American,” says photographer Steven Meisel. “Not only is she hardworking and focused, but she is also very funny, upbeat, and has a really positive attitude. It’s hard to take a bad picture of her.” <b>More at Vogue.com</b> <a target="_blank" href="http://www.vogue.com/magazine/article/kate-upton-the-new-girl/#1?mbid=synd_foxnews">Kate Upton in Vogue</a> <a target="_blank" href="http://www.vogue.com/magazine/article/superman-returns-tim-tebow?mbid=synd_foxnews">Tim Tebow's First Vogue Photo Shoot</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/angelina-jolie-in-vogue?mbid=synd_foxnews">The Best of Angelina Jolie in Vogue Over the Years</a> <a target="_blank" href="http://www.vogue.com/vogue-daily/article/lady-gaga-best-dressed-moments?mbid=synd_foxnews">Lady Gaga's Most Memorable Outrageous Looks</a> (Steven Meisel/VOGUE)

<b>How Patriotic!</b> Kate goes for a red, white and blue theme for her July cover of GQ magazine.   

<b>Kate Upton </b> A swimsuit model may seem out of place at the annual White House Correspondents' Association Dinner, but Kate actually has family in politics. Her uncle is U.S. Representative Fred Upton of Michigan. (Reuters)

<b>Kate Upton </b> Kate's fame was instantaneous once the Sports Illustrated Swimsuit issue hit newsstands. Photographers caught up with the blonde bombshell out in Hollywood by late February.  For more pics of Kate, go to <a target="_blank" href="http://www.x17online.com">x17online.com.</a> (X17online.com)

<b>Kate with Jane Lynch</b> The "Glee" star teams up with Kate to talk to the media before the NASCAR Sprint Cup Series 54th Daytona 500 at the Daytona International Speedway in Daytona Beach, Florida, Feb. 26, 2012.  (Reuters)

<b>Kate Upton</b> The model attends the "On the Road" photocall in Cannes on May 23. For more pics of Kate, go to <a target="_blank" href="http://www.x17online.com">x17online.com.</a> (X17online.com)

<b>Kate Upton </b> The blonde bombshell arrives at a party thrown by Google and the Hollywood Reporter at the W Hotel in Washington on April 27. (Reuters)

<b>On Letterman</b> Kate Upton goes on "The Late Show with David Letterman" to promote her swimsuit cover of Sports Illustrated. (AP/CBS)

<b>Corpse Bride?</b> Before she was a cover girl, Kate was already mingling with Hollywood elite. In October 2011 she attended Heidi Klum's annual Halloween party at the Dream Hotel in New York.  (AP)

<b>International Sensation</b> Kate strikes a sexy pose for the Czech edition of Esquire.