Polar Bare

Can we discuss Kate Upton's second Sports Illustrated Swimsuit issue cover for a moment? Sure she looks amazing, but more impressive is that she shot in Antarctica (suffered frostbite!) and looked to the adorable penguins in the back drop as inspiration.

“It was the most beautiful place I’ve ever been,’’ she said. “Before I took off my coat, I would just enjoy the views. The mountains were pink and the water was glass. It was like little ice cubes were in the water. It was gorgeous.’’

She also had some inspiration in making it through a difficult shoot.

“The penguins kept me going,’’ she joked. “They’re adorable, and any time I was like, ‘I can’t take any more, I can’t,’ I would look at them and I was like, ‘OK, for them.’’’

 Hero. Check out her interview at MSN News