Kate Upton Flaunts Major Cleavage, Seductively Licks a Popsicle

Kate Upton Flaunts Major Cleavage, Seductively Licks a Popsicle

Kate Upton is anything but subtle.

The buxom blonde appears on the cover of GQ's July issue, where she seductively licks a lollipop while wearing a $30 red, white and blue bikini by O'Neill.

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The racy pictorial is nothing new for Upton, who also models a drenched white T-shirt and a salmon-colored Laura Urbinati bikini, Carrera sunglasses and Christian Louboutin heels. The single star even suffered a wardrobe malfunction while shooting with photographer Terry Richardson, 46.

"For the GQ photo shoot, we were on that ride where the seat spins while the actual ride is spinning, and I'm wearing a one-piece. And all of a sudden the whole entire top falls off!" she says. "I'm holding myself, laughing, turning bright red, but a lot of people are watching, so they kicked us out of the Santa Monica Pier -- it was so embarrassing."

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She adds, "You wouldn't think that would happen with a one-piece!"

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Despite receiving criticism for her hyper-sexualized persona, Upton is happy to show off her hot body in photos. "It's like any job," she says. "You find your strengths and play them up."