Good luck watching this video and noticing the penguins, stunning Antarctic scenery or gorgeous glaciers ... because this clip is all about Kate Upton's ample cleavage.

Sports Illustrated released some behind-the-scenes footage from the curvaceous model's Swimsuit Issue cover shoot.

And wow, the Arctic never looked so hot.

"When they finally told me I was going to Antarctica, I was shocked and I was very nervous because I grew up in Florida and I don't do very well the snow when I'm fully dressed," Upton says of the subzero shoot.  "Knowing I was going to be in a bikini really freaked me out, I didn't know if I was actually gonna be able to do it."

The 20-year-old is a total pro though. She looks just as comfortable on her knees in ice and snow as she did last year on the warm beaches of Australia. See her in action above.

Of course Upton isn't the only one putting her assets on display. The issue is packed with 17 returning models, four rookies and four athletes ... including one of our favorites, Chrissy Teigen.

Check out more photos at the Sports Illustrated website or mobile app.

Hot Videos