Kate Upton, upcoming celebrity actress and the darling of Sports Illustrated’s Swimsuit issues, is setting the town on fire in her sizzling cover shot the magazine’s 2012 edition.

With this, the 19-year-old, Melbourne, FL, native joins a choice list of very glamorous women who’ve graced the coveted cover, including Kathy Ireland, Christie Brinkley, Cheryl Tiegs, Heidi Klum, Elle MacPherson, Tyra Banks and Brooklyn Decker.

The red-hot cover shot was captured in Sydney by legendary SI photographer Walter Iooss Jr., his 12th Swimsuit cover.

Upton, in her second Swimsuit appearance, is joined by 2009 cover model Bar Refaeli – photographed with Rafael Nadal, Chris Paul and Michael Phelps – and 2011 cover model Irina Shayk making her sixth appearance in Swimsuit.

In 2011, Upton appeared in the Sports Illustrated Swimsuit Issue. She was featured in the body paint section and named Rookie of the Year for the issue.

MORE pictures of Kate Upton:
(Feel free to click and zoom her up. She doesn’t bite… unfortunately.)

MORE Sports Illustrated Swimsuit Cover girls:

Irina Shayk on Rampage! (2011 Swimsuit issue cover)

Bar Refaeli on 2009 SI Swimsuit Cover

Marisa Miller is 2008 SI Swimsuit Cover Girl

Beyonce Adorns SI’s Swimsuit 2007 Cover