Kate Upton left little to the imagination no her Swimsuit 2013 cover of Sports Illustrated. The 20 year-old model posed topless, wearing a tiny bikini bottom and a white parka. Kate Upton also makes history as one of few models to make a her second appearance as the cover-girl of Sports Illustrated.

The "Polar Bare" themed photo shoot was shot in Antarctica where Upton posed semi-nude in freezing whether. "We can finally talk about Antarctica!!!!!...Took us 2 months to thaw out," Kate Upton tweeted after the reveal of the Sports Illustrated cover was revealed.

"Congratulations Ms.@kateupton !! Making history!" 2010 cover girl Brooklyn Decker, tweeted.

Kate Upton joins a list of elite supermodels who also share the honor of posing for Sports Illustrated more than once in a row. Upton was also featured as the 2012 cover girl.

Christie Brinkley and Elle MacPherson tops the list, however, with 3 covers. Brinkley covered Sports Illustrated between 1979 and 1981. MacPherson did the same during the years 1986 and 1988.

Paulina Porizkova posed in 1984 and 1985, and Tyra Banks posed in 1996 and 1997. However, in 1996, she shared the cover with model, Valeria Mazza. 

Check out Kate Upton's Sports Illustrated cover in newstands soon.