Stunning model, Kate Upton cuts a breath of fresh air as she stepped out in New York City, fully clothed - a far cry from the buxom beauty her fans and followers are so used to see.

Kate was spotted walking around the Big Apple with no sight of her signature curves. A photo taken by Felipe Ramales of PacificCoastNews.com showed the gorgeous model in soft, white top, teaming it up with printed pants. She completed her looks with dark glasses and black heels. Keeping her head down walking in the streets of the Big Apple, Kate was still a sight to see with her hair down.

The 21-year old model and actress lighted up Twitter with her bridal bikini she shared in her account. Sitting in a comfortable couch, Kate was snapped smiling wryly with her head turned to the left, and body facing forward, giving emphasis to her famous assets.

With the photo is a tweet that said: “Rough life @BeachBunnySwim.”

The sizzling photo was taken the week she and fellow co-stars of "The Other Woman" were photographed frolicking at the beach in the Bahamas. In between takes for her upcoming film, Kate joined her equally hot co-stars, Cameron Diaz and Leslie Mann, enjoying some ladies drinks and cooling off at the beach.

In "The Other Woman," Kate plays one of the love interests of Nikolaj Coster-Waldau. The story revolves around Nikolaj’s wife, who plots a scheme with his girlfriend to get back at her philandering husband and make him realize what a big mistake he made. Nicki Minaj has also been confirmed a role in "The Other Woman," but no further details have been released so far.

The former "American Idol" judge admitted having mixed feelings about her acting debut.

"I would be lying if I said I wasn't nervous. I can't blow this," Minaj said in her confession to Marie Claire, said Rolling Stones.

The romantic comedy by Nick Cassavete is set to be released in the U.S. in 2014. Cassavette also helmed other hit films, including “The Notebook,” and “Alpha Dog.”

Scroll down and watch the VIDEO featuring Kate Upton as she was leaving her hotel in NY. Want to get her look, click here.

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