Brace yourselves for Kate Upton like you've never seen her before.
The 20-year-old was spotted at JFK airport in no makeup and a down-to-earth outfit that's about as far from the Kate Upton Cat Daddy video attire as you can get.
The casual Sports Illustrated cover girl looked geeky and cute in thick-rimmed glasses, as she smiled for the cameras, makeup-free and proud of it.
Attitude goes a long way - a lot farther than any superficial assets.
Kate is, of course, famous for her enviable body, so it's refreshing to see a young star comfortable in her own skin, styled or not styled, with or without makeup.
Don't you agree?
Whether she's rocking killer curves or flashing a no-makeup grin, she's a confident gal, which makes these some of our favorite Kate Upton photos to date.
[Photos: Pacific Coast News]