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EXCLUSIVE: Kate Upton 'hottest girl' yet to do Carl's Jr. commercial

Carl’s Jr./Hardee’s TV ads have a reputation for turning the consumption of a humble hamburger into an orgasmic experience – witness Kim Kardashian, Padma Lakshmi and Paris Hilton’s lustful chomping for the national chain.

Now, 2011 Sports Illustrated Rookie of the Year swimsuit model Kate Upton is in a position to out-sexy them all with her racy new ad for the chain's new Southwest Patty Melt.

“Kate’s probably the hottest girl we’ve ever worked with,” declared ad agency 72andSunny's creative director Justin Hooper. “We love each of the women we’ve worked with, but there’s something about Kate that’s so All-American, so beautiful and very classic.”

Fox411.com was on hand Tuesday night as, high above the lights of downtown Los Angeles, a heliport in Elysian Park was transformed into a ‘50s drive-in for Upton's commercial, complete with a vintage monster movie and a classic convertible.

Of course, like most 19-year-olds, Upton has never actually been to a drive-in movie.

“My mom used to go to them all the time, and she told me about them,” Upton told Fox411.com. “She loved them.”

Upton, not wearing much more than a filmy polka-dot dress, expertly writhed and arched her back on top of the vintage car as she munched on the sloppy sandwich. “I’ve been modeling for almost five years now, and so being shy kind of went out the door a while ago,” declared Upton. “I’m very confident in my body.”

Despite the chilly 50 degree temperature, Upton got things hot and bothered on the set. “It’s the Southwest Patty Melt, and it’s one of their classics, but now they’re adding a little spice–adding some jalape

Love the cover!!!! That swimsuit is so tiny...it's a good thing, though hehe

Kate Upton, Jane Lynch Named Grand Marshals for 2012 Daytona 500

"Stoogemania" is taking over the 2012 Daytona 500.

Model Kate Upton and actress Jane Lynch, who will play nuns in this year's The Three Stooges movie, were named grand marshals for the race, according to Daytona International Speedway. The pair will be responsible for reciting the famous phrase, "Drivers, start your engines," prior to the start of the Feb. 26 race

The film's main characters, Sean Hayes, Chris Diamantopoulos and Will Sasso, will then wave the green flag, signaling the start of NASCAR's biggest race.

"We look forward to Jane and Kate's participation in the prerace ceremonies, adding to the star power of NASCAR's biggest and richest race of the year," said Joie Chitwood III, the president of Daytona International Speedway. "The thousands of race fans in attendance and the millions more watching on Fox Sports are eagerly waiting to experience 'Stoogemania,' when The Three Stooges deliver the green flag."

Upton was rumored to be dating Jets quarterback Mark Sanchez.

its so werid-in most pictures its like she has no waist at all :dontgetit: theres something about her mid section thats just odd to me. maybe its her posing? i don't know.

no u are right, she has barely no waist.

Do u really think she is going to be on the cover of SI?

I love her Esquire pictures, she looks cute.

I think most of the female models have lower hip to waist ratio, except for Candice Swanepoel...but Kate's body is still amazing and her face, too.

SI 2012 cover by Yu Tsai?

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Your #SISwim 2012 cover girl, @KateUpton outside the @Late_Show with her just revealed cover!!!!!!!! #KateUpton

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Via Prettyphile

Model: Kate Upton.

Photographer: Walter Iooss

Location: Australia.

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Congratz Kate, I am so happy she got the cover, she is so sexy.

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:bounce: :bounce: Oh my sweet lord she looks beyond gorgeous I am so happy she got the cover she to me is the hottest si model ever. Girl crushing hard :wub:

I am glad that Kate got the SI cover, but seriously all the pictures are overly photoshopped and so is the cover, such waste of what surely were beautiful pictures.

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