If you thought Kate Upton's Sports Illustrated cover was unbelievable -- wait until you see the video from the shoot!
The magazine has just released behind-the-scenes video from Upton's photo shoot ... and it's beyond hot.
This is the 19-year-old's second appearance in the issue, an issue she says is an American institution.
"It's always what I talked about, I grew up in an American family so it always was on the coffee table," Kate says of the magazine. "So to be that girl on the magazine on the coffee table is really groundbreaking for me."
The cover shoot was photographed in Australia by Walter Iooss Jr., his 12th Swimsuit cover.
The 49th edition of Sports Illustrated Swimsuit is on newsstands, SI.com, tablet and iPhone today.