Kate Upton may be known for posing in barely there looks while dancing men into a hypnotic state, but it seems the blonde beauty wasn't always so apt to showing off her killer curves.
High school photos of Kate show a covered up youngster with straight blonde hair and a mouth full of braces, which is a far cry from her now-sultry self.
A fellow classmate of Kate's from Holy Trinity Episcopal Academy in Melbourne, Florida revealed to the Daily Mail that she was unlike the "it" girl she's blossomed into overnight.
"Kate was the bridge between the popular crowd and the losers. She wasn’t really outgoing and she definitely wasn’t the prettiest girl in school.She was very slim, flat chested and sort of nerdy looking—I’m not sure she ever had a boyfriend in school."
Well, I'm sure those guys are kicking themselves now!
Check out Kate's transformation in the above slide: