The model stuns on the cover of the annual swimsuit issue

By Kate Hogan
Updated February 14, 2012 09:00 PM

Walter Iooss Jr./Sports Illustrated

Much has been said about that itty-bitty bikini, but Kate Upton’s sexy
Sports Illustrated
cover look goes beyond the bathing suit. The 19-year-old stunner was glammed up by the magazine’s team of makeup artists and hairstylists — though they admit she didn’t need much help looking gorgeous.

“The great thing about Kate is that there’s kind of a look that she has — she has that blonde hair, a beauty mark in the right place,” makeup artist Tracy Murphy explains to PEOPLE. “She’s like, the girl that’s born to be a bombshell. It’s already there.”

Murphy used some bronzer, waterproof mascara and nude lip balm on her model, touched up her eyebrows and sent her on her way. “She has really beautiful coloring, those naturally rosy cheeks you have when you’re 19,” Murphy says. “It was really effortless beauty with her.”

Her hair was a different story. Though stylist Peter Butler prepped as best he could, Mother Nature got in the way. “Take about 50 to 60 mile-per-hour winds,” he jokes of attaining her beachy waves, which he created using a 2-in. curling iron and Leonor Greyl mousse. “Usually beach hair is pretty natural and raw, so it’s more about trying to control it as much as possible, while still keeping it natural.”

Kate Upton Sports Illustrated

Walter Iooss Jr./Sports Illustrated

Because of the winds in Sydney, Australia, where Upton was shot, Butler had to give his client some tips. “I pretty much told her how to hold her hair in the wind,” he recalls. “We had to find the angle for the wind to blow it the right way. It was a lot of luck.”

The cover image itself was a lucky get, too; senior editor MJ Day says there “was a lot of excitement when we were shooting this. We had really tough weather when we were shooting, and it was one of those days when it was clear and perfect and beautiful.”

Day combed through about 10,000 swimsuits, finding the perfect Suit Yourself Bikini by Kathleen Bruening ($180) for Upton’s shoot. (She also wears a bangle by jewelery designer Sydney Evan.) “It was such a tiny top and such a tiny bottom, but still sophisticated, flattering and sexy,” she says. “We just loved it on her.” Read Upton’s reaction to her cover unveiling here.

Want a sexy swimsuit of your own? Head over to, where the site is selling sexy swimsuits and limited-edition surfboards in honor of the annual issue. Proceeds from all sales will benefit the Nature Conservancy. Tell us: What do you think of Upton’s cover?