But SRSLY y'all…dat ass!
Kate Upton showed off her best ASSets on Thursday, while tanning with a friend at her hotel in El Lay!
Whoever the Other Woman in these photos happens to be, she's super lucky to be friends with Kate!
We hope these two got a killer tan to match those killer curves!
We also hope you enjoy this magically booblicious photo! CLICK HERE to see more of Kate in a bikini!
[Image via AKM-GSI.]