Last time we saw Kate Upton “behind the scenes,” it involved Terry Richardson, The “Cat Daddy,” and a very small red bikini. Now things are different: the model recently graced the cover of Carine Roitfeld’s new magazine, CR Fashion Book, which was themed around “rebirth.” There were baby animals, baby humans, babies of all kinds. As Roitfeld told us of Upton: “I wanted someone with a sensual body, someone who could be a mother for all these babies.” And mother them she most certainly does. Watch this exclusive video of Upton playing with baby animals during the magazine’s cover shoot, shot by Bruce Weber.