Kate Upton showed off her incredible sexy curves in a plunging polka dot dress on 'Late Night With Jimmy Fallon' in New York on Wednesday.
The 20-year-old wore her blonde hair loose, and carried a gold clutch, teaming her dress with black and white heels.
The Sports Illustrated model recently endured a slight mishap while shooting a photo spread for GQ magazine.
"For the GQ photo shoot, we were on the ride where the seat spins while the actual ride is spinning, and I'm wearing a one-piece," the Daily Mail quoted her as explaining what happened in the show.
"All of a sudden the whole entire top falls off! I'm holding myself, laughing, turning bright red, but a lot of people are watching, so they kicked us out of the Santa Monica Pier - it was so embarrassing," she said.
Upton was candid about why she enjoys flaunting her assets.
"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," she said.
"I understand why my male followers like me," she added.
She also spoke about her role in the Farrelly brother's comedy 'The Three Stooges' which has incurred the wrath of Catholic Church.
"I can see why the Catholic Church would be upset with me," she said.
"But it was just for fun, and I try not to take it more seriously than that," she added. (ANI)