KATE Upton took a topless tumble during a Sports Illustrated photo shoot.

The 25-year-old model was posing on a rock at a beach in Aruba when a huge wave sent her crashing into the water.

Upton told Sports Illustrated that she had a feeling the shoot was going to end in disaster.

"I really saw the vision for the photo, but as I climbed on the rock I did look down and was like, 'This is going to end badly,'" she said.

The model, who is married to baseball player Justin Verlander, told the magazine she felt like she was "laughing in the face of death" and joked that they should have used computer trickery for the shoot instead.

"Looking back, that probably should have been a moment when we photoshopped me on there," she said.

❤️🌴 @si_swimsuit

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