Kate Upton flaunts cleavage at V Magazine photo shoot

The latest step for Kate Upton in her foray into high fashion modeling is a spread for V Magazine. The large-format periodical, known for pushing the limits with its celebrity spreads, currently showcases Nicole Kidman's naked bum on its cover.

Kate gave fans a peek behind the scenes of her photo shoot for an upcoming edition of the magazine by tweeting some pictures from the set.

Wearing dark brow makeup and heavy lashes for her 1960's inspired retro shoot, Kate boasts ample cleavage in a satiny bra with lace details. In another photo, the model known for her curvy figure stares wistfully ahead, this time covering up her most famous assets with a turtleneck sweater.