Sports Illustrated released a behind-the-scenes look from Kate Upton's naked Sports Illustrated 2013 swimsuit issue photo shoot.

The 21-year-old wears only a body-paint bikini that was drawn on her before the shoot, which took place at the Emerald Bay in the Bahamas earlier this year.

"The day here is perfect," Upton said in a behind-the-scenes video from the SI shoot. "The weather is amazing and I was happy to take off my swimsuit for a little warm weather."

Upton recreated SI's 2011 cover photo but instead of a bikini, she flaunts all her skin in only paint that resembles bikini bottoms and a large necklace over her breasts. She poses seductively on the beach while kneeling in the sand.

See photos here.

"The hardest part was by far the necklace," Upton said of the paint. "I don't even know how they did it. They were taking strands and connecting them to the other side, taking off paint, putting it back on, layers and layers."

"I definitely feel naked, because I am," she added. "It is just paint."

Upton made history by landing on the cover of the 2013 Sports Illustrated Swimsuit Issue, making her the first model to land back-to-back covers since Tyra Banks in 1996 and 1997. The cover photo shoot took place in Antarctica and she joked on Twitter when she returned from the trip that it took her two months to thaw out her frostbite.

"When I came back I was losing hearing and eyesight because my body was shutting down," she said. "It was working so hard to keep me warm. My mom's in my ear going 'I told you not to go there. It's a bad idea!'"

"It was definitely the hardest shoot I've ever done," she told People. "The best as well - Antarctica is one of the most beautiful places I've ever been to. But I'm from Florida, so it was pretty painful." 

The publication released behind-the-scenes footage from the Antarctica shoot in July, which shows how the Florida native braved the freezing temperatures while wearing only a bikini bottom and unzipped jacket on the SI cover.

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