Flippin' heck Kate Upton, that's a hella lot of cleavage on show. The model was on the set of The Other Woman in West Hampton, Long Island when her beach blouse happened to, er, not be done up.
The 20-year-old almost spilled out of her top as she flailed around on the sand like an over-excited child.
Even after the Vogue cover girl amended her wardrobe malfunction her boobs were still on a mission to escape....
We have to say we're feeling a little shell shocked after clapping eyes on those pics. We need a good dose of fully-clothed Kate now...