Baring all…again!

Kate Upton shed the bra and blouse for her latest photo shoot, covering her bare breasts with a skillful arm pose while flashing the camera an enticing glance. Sporting bright blond locks and thick dark brows, the Sport Illustrated beauty was clearly channeling some old Hollywood glam vibes à la Marilyn Monroe. And oh, did it work—Kate's a dead ringer for the iconic star!

Photographer Sebastian Faena first posted the black-and-white snap shot to Instagram, captioning the pic: "Kate Upton brushing her hair. Home NYC." Um, just hair brushing? Yeah right.