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She was on The Tonight Show Starring Jimmy Fallon to talk up her new fitness regime, Strong 4 Me on Thursday.
But the TV host couldn't resist asking model Kate Upton about the 2018 Sports Illustrated shoot that didn't go so well for the 26-year-old.
Video - Screen - Topless - Rock - Ocean
He flashed a video of her on the big screen standing topless on a rock jutting out of the ocean with her hands covering her **** and a long chiffon train attached to her bikini bottoms trailing behind her.
Kate explained they were trying to capture the iconic scene from The Little Mermaid.
Wave - Sea
'And they're saying, "don't watch the wave"' as the sea rolled in behind her.
Just as an assistant jumped on to the rock to help her off, the wave hit and she got washed off.
'It - Moment - Wave - Control - Kate
'It was really scary and that moment when the wave hit I lost all control,' Kate revealed.
'Luckily that man grabbed my arm and it gave me just enough time to push my body away from the rock and it wasn't going to be a whole face thing.'
Naturally, the soaking wet model wasn't...
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