The buxom blonde appears on the cover of GQ's July issue, where she seductively licks a lollipop while wearing a $30 red, white and blue bikini by O'Neill.
The racy pictorial is nothing new for Upton, who also models a drenched white T-shirt and a salmon-colored Laura Urbinati bikini, Carrera sunglasses and Christian Louboutin heels.
The single star even suffered a wardrobe malfunction while shooting with photographer Terry Richardson.
Despite receiving criticism for her hyper-sexualized persona, Upton is happy to show off her hot body in photos. "It's like any job," she says. "You find your strengths and play them up."
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