Kate Upton has posed for V magazine in a series of photos that evoke the seedy spirit of the early 1960s ... many, many years before she was alive.
In a series of period outfits, the 20-year-old beauty sports an appropriately mid-century bouffant and thick eyeliner in hotel-room based shots.
Sebastian Faena, who shot the feature, says Kate "was an actress ... a good one, very sensitive and played the part of a confused, kept housewife with irony."
"She has star quality. She is like nobody else today."
She's up there at least, coming in third behind only Jennifer Lawrence and Mila Kunis on AskMen's Most Desirable Women of 2012 poll last week.
The model was also among the top 10 in our 2012 Celebrity of the Year countdown, while Kate Upton bikini photos ranked #1 on THG's hot bodies list.
Although Kate is now blessed with enviable curves, to say the least, the star previously joked she used to suffer from "boob envy" while in high school.
"I don't really know what the appeal is about boobs," she mused. "But I do know that when I was in junior high, I used to be made fun of - for being flat-chested."
"Everyone would go, 'She's not pretty! She doesn't have boobs!' So I had boob envy. And when finally I went through my growth spurt, they appeared, and I just loved them."
"So that's why I like boobs, because I didn't have them, and then I got them!"
Simple, profound stuff right there ... we're sure men everywhere can appreciate Kate's love for them. As they should, really, being a national treasure.