But while we all thought she was thrilled with her success, it turns, out, the cover was something of an emotional low point for the blonde beauty.
"After my first Sports Illustrated cover, I felt terrible about myself for a solid month," Upton said for the cover of Elle's September issue. "Every single guy I met was either married or about to be married, and I felt like I was their bachelor present or something."
"I'm not a toy, I'm a human. I'm not here to be used," she said. "I am a grown woman, and you need to figure your [expletive] out."
But more than a year later, Upton, who is rumored to be dating "Dancing With The Stars" pro Maksim Chmerkovskiy, seems to have found her footing.
"People deal with models like they are children. They think they can pull one over on you," she said, explaining how she deals with getting the dumb blonde treatment. "It's actually funny. I'm always like, I'm about to pull something on you, and you're so focused on thinking I'm dumb you're not even going to know."