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Just in time for the 4th of July, Sports Illustrated cover girl Kate Upton is looking oh-so-sexy in a patriotic spread for the upcoming issue of GQ.

The 20-year-old model, rockin' a tiny red, white and blue bikini on the cover, was snapped by famed photographer Terry Richardson for the men's fashion magazine. Of course, she just happens to be licking a popsicle.

Kate tells the mag:

    "I grew up in Florida riding horses, so for the majority of my life I was either in boots and jeans or a bathing suit."


First of all, lucky horses. Secondly, we're so happy that wearing a bathing suit is just a way of life for Ms. Upton. Winning!

As for why she thinks guys like her, Kate adds:

    "I understand why my male followers like me.… It’s like any job. You find your strengths and play them up."


And Kate, you DEFINITELY play them up! Click thru to see the gorgeous blonde holding on tight to her moneymakers.