WATCH: Kate Upton Is Almost Swept Away By Wave During SI Photo Shoot

Kate Upton really coulda used a hand -- hers were busy covering her naked boobs when a powerful wave crashed her Sports Illustrated Swimsuit photo shoot, which took place last October.

The gorgeous model was in Aruba ... posing topless, mind you, and standing on top of a massive rock. The photographer and crew were all set to get the perfect shot, but mother nature had other ideas.

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