Kate Upton, the newest Sports Illustrated Swimsuit cover girl seems to have a hard time keeping her clothes on…and WE HAVE THE VIDEO TO PROVE IT! The men around here certainly aren’t complaining about this Victoria’s Secret and two-time SI swimsuit model’s issues with wearing clothes…

Kate Upton shot her sexy SI cover, leaked HERE – but this video of her?  EVEN HOTTER.

Check out this video of NEARLY NAKED Upton HERE! 

For those of you still thinking about the Mark Sanchez/Kim Kardashian dating rumors-THIS is Sanchez’s girlfriend.  There is NO comparison, SORRY KIM, YOU LOSE.