Models Kate Upton, Miranda Kerr, Candice Swanepoel and more have teamed up for an eye-popping, virtually NAKED, shoot together.
The stunners stripped off to netted white lingerie for the new issue of V Magazine , hiding absolutely nothing as they rolled around on a bed for the jaw-dropping photos.
Kate leads the lot as she poses topless, covering her huge boobs with one hand as she shows off her world famous curves in nothing but the fishnet material.
Adding a lace corset, Kate is laid back on the bed staring at the camera - giving just a glimpse at what's to come from her colleagues.
The photos, by Sebastian Faena, show the models lying out in bed - making a play of the idea it's a lie-down job.
Orlando Bloom's ex Miranda Kerr meanwhile shows off her toned bum in the see-through one-piece, as she leans forward leaving nothing to the imagination whatsoever.
With her legs spread and her feet up in the air, Miranda follows Kate's lead as she looks back at the camera from the compromising position.
Her lace lingerie is backless and falls short of each of her shoulders, while her bum is completely exposed as it ends in a tiny thong.
Joining them was blonde beauty Amber Valletta - who found the underwear was just getting in the way, so ditched it completely and lay back topless.
Amber curves her back but still exposes her boobs to the camera, as she holds her head in a seductive pose.
The trio were joined by Rosie Huntington-Whiteley, Candice Swanepoel, Joan Smalls and Anja Rubik for the shoot.
* V Magazine issue 97 is on newsstands from September 10.
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