Beauties from the Sports Illustrated swimsuit issue strode on to David Letterman's set to deliver his Top Ten List.
The topic was: "Top ten questions on the application to become a Sports Illustrated swimsuit model."
One model announced, "Have you dated Charlie Sheen?"
INSIDE EDITION's special Super Bowl correspondent, Katherine Webb, posed for the issue. She became America's "it girl" after sportscaster Brent Musburger pointed her out in the stands at a big college football game.
Webb announced the question: "How would Brent Musburger describe you?"
Then, it was time for the covergirl herself, Kate Upton, who said, "Where's the strangest place you've found sand?"
It's Upton's second consecutive swimsuit cover, and it's a sizzler. She's topless, in bikini bottoms and a fur lined jacket.
A behind-the-scenes video was posted online. The cover was shot in Antarctica, and practically naked Upton was exposed to the freezing cold elements. She covered up in between shots, and somehow managed to look red hot as the camera clicked.
Turns out, 18 million women are checking out Sports Illustrated's swimsuit issue. They want to compare themselves to the sexiest women on the planet.
Stylist Lauren Rae Levy has some advice for everyday women.
"A one-piece is really, really great because the focal point is right here [middle] and it elongates your body. It covers up problematic areas and because of the coverage, you actually feel like you can breathe and you can wear it with confidence, most importantly," said Levy.