Pain is beauty. Especially when you're model Kate Upton and you're being photographed topless in frigid Antarctica for Sports Illustrated. But she never thought about quitting -- because what would the penguins say?

SI's plan was to shoot photos for its annual Swimsuit Edition on all seven continents. And unfortunately, Upton, a native of Florida (home of old people, John Travolta and manatees), pulled the Antarctica straw.

Pointing out the obvious, she said it was "freezing." Which is probably why we keep the icebergs there.

"It wasn't great for me... I can't believe we were able to accomplish that," she said of the shoot that literally gave her frostbite. "When I came back, I [temporarily lost my] hearing and eyesight because my body was shutting down - working so hard to keep me warm."

But despite the cold, Upton soldiered through, saying, “The penguins kept me going! They're adorable. Anytime I was like, 'I can't do it anymore, I can't do it!' I would look at them and I was like. Okay, for them.”

As the old adage goes, every time Kate Upton strips down in Antarctica, a penguin gets its wings. Well, wings that can sustain it for flight.

Upton's cover shoot, her second for SI, marks the first time a fashion shoot has ever taken place in Antarctica. It's not hard to imagine why.