Kate Upton
Courtesy of Jemal Countess/Stringer/Getty

TMZ has exclusive video of Kate Upton topless...on a horse! That's all that needs to be said. Check out the video.

Kate was stripping down for a recent modeling shoot. She tries to keep her boobs covered with her hands, but when she realizes there's just no way...she gives up and let's them loose.

Since it's a TMZ exclusive we can't post it here or they'll sue the ever lovin' out of us, but here's the link.

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