Aside from the stunning shoot by photographed by Matt Jones, the 22-year-old American talks the harsh realities of modelling and why she's a firm believer that money can't buy happiness.
In her interview with the magazine Kate reveals how growing up on a farm grounded her.
"It made me very goal-oriented and focused. I'm not opposed to a hard day's work for a good outcome," she says.
"Living on a farm, beauty doesn't get you anywhere. Because I was pretty didn't mean I could convince my sister to do my chores. It was kind of inconvenient to be pretty, growing up."
Yes, she did chores too.
As for her take on the modelling industry and what it's really like to make the cut?
"No, everyone in the industry seemed to accept it and love it. I didn't go through any hard times. Agents have put me under pressure to lose weight in the past. I would go on set and clients loved me.
"And then I would go into an agency and feel like crap about myself. They would say: 'Just lose five more [pounds]!' But I couldn't give a crap. I still don't. To me, agents don't necessarily understand the realities of the industry; they're sitting behind a desk.
"They've never been on catalogue jobs, they've never travelled like models travel. They're bookers: they say: 'Be on set at such and such a time.' And sometimes they even get the address wrong. Terrible! I never listen. I'm fine."
See Kate Upton's full photo shoot and interview in the September issue of Elle, on sale 31st July 2014.
LOVE KATE'S LOOK? Take a click through this photo gallery to see more killer ensembles from the American gal.