Kate Upton's Sizzling GQ Cover

By SARAH KOO

GQ gets patriotic for its July edition, with all-American bombshell Kate Upton. The Sports Illustrated model's not just flaunting the stars and stripes on her barely there bikini, she also pays tribute to the old red, white and blue while cooling off with a popsicle.

Kate isn't afraid to bare it all - not only does she strip down for her shoot with controversial photographer, Terry Richardson, but she reveals in the issue why she's always been comfortable without clothes. “I grew up in Florida riding horses, so for the majority of my life I was either in boots and jeans or a bathing suit," she says.

Speaking of swimsuits, Kate says the most exciting thing in her career happened when hers blew off on a previous GQ shoot: "We were on that ride where the seat spins... and I'm wearing a one-piece. And all of a sudden the whole entire top falls off! I'm holding myself, laughing, turning bright red."

And although Kate’s curvaceous figure was named GQ's "Body of the Year," she says she's not just a sex symbol. She's actually a  good-natured religious girl who's devotion is reflected in her tattoos, including a horseshoe on her wrist and a small cross on the inside of her finger. "You have to think hard with a tattoo," she admits. "What will I love for the rest of my life?" Horses and Jesus seem like safe bets."

For the full interview visit GQ.com and watch Kate's sizzling behind-the-scenes shoot below!