These supermodels are all about boobs, butts and bedroom eyes!

(Warning: NSFW!)

Kate Upton, Miranda Kerr, Rosie Huntington-Whiteley, Candice Swanepoel, Amber Valletta, Joan Smalls and Anja Rubik show some seriously sexy, scantily clad looks while lying on a bed in a new photo shoot for V magazine's Fall 2015 issue.

Upton, 23, poses on her back, wearing a white lace La Perla briefs over a mesh bodysuit, peeled away at the chest to reveal one bare boob, as she cups both and gives a sultry stare.