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Kate Upton topless in new video shoot for fashion magazine

Kate Upton covers her breasts with her hands as she has jets of water squirted into her mouth in a sexy new video, The Sun reports.

The Sports Illustrated cover girl is seen frolicking with a male model in the clip that shows her flirtatiously flaunting her figure as she models a variety of fashions and repeatedly flashes her underwear.

The sexy star is then seen in a swimming pool laying stretched out on an inflatable swan in a skimpy white bikini as a group of male models compete for her attention.

Kate, 20, then whips her top off and lays giggling as she covers her cleavage with just her hands while lapping up the water spraying from a crocodile feature with her tongue poked out.

The video is titled "It Had To Be You" and was made by American fashion photographer Bruce Weber for the German edition of Vogue magazine.

The full-length version sees the stunning model wear several different designs ranging from sexy lingerie to a glamorous full-length evening gown.

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