#TBT: Kate Upton Frolics with Penguins While Shooting 'Sports Illustrated' Swimsuit Issue

The cover model traveled to Antarctica and met some sleek and fashionable, feathered friends

Bikinis and aquatic, flightless birds — they just go together, right?

According to supermodel and reigning Sports Illustrated swimsuit issue cover model Kate Upton, yes.

While the bodacious beauty was hard at work, baring it all in Antarctica — of all places! — shooting her 2013 pictorial, she took some time to get to know the natives.

“The second day shooting, I think the penguins were the only thing that really kept me going,” says Upton in the clip above, “because they are so adorable. The penguins are making me feel better.”

(Honestly, the penguins are also making us feel better for not looking like Upton.)

“They really are fearless creatures, they come right up, they’re curious about what’s going,” she explains.

And when her crew of tuxedoed pals heads back out to sea, the doting model laments “I miss you guys already. Come back!”

Moments like this are what the #TBT hashtag was created for, Kate. We’re sure those birds are missing you too.

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