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Fashion photographer Terry Richardson makes a spellbinding short film celebrating the many talents of the 20-year-old actress, model and Sports Illustrated cover girl, Kate Upton — with particular focus on her two greatest. Using the outtakes from a GQ photoshoot, the video also catches the moment of “wardrobe malfunction” when the bubbly bikini model’s top comes off while on the spinning ride. “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” recalled Kate.