A Topless Rosie Huntington-Whiteley Heats Up the Cover of British Vogue March 2011!

Rosie Huntington-Whiteley has it all. A pillowy pout, check. A stellar modelling career, check. A hot boyfriend, check. And now her first solo British Vogue cover. The Victoria's Secret hottie has previouly graced the cover of the fashion bible, joined by fellow British beauties Eden Clark and Jourdan Dunn, but this time the glory is all hers as she heats up the March 2011 issue. Shot by Mert Alas & Marcus Piggott for a spread called "Glamorama", it features a topless Huntington-Whiteley fanning herself in the heat, and drenched in water. (You're welcome, boys.) With killer red lips and a matching stiletto mani, it's definitely up there as one of Rosie's racier shoots. Sexy señorita.

NSFW: This gallery contains topless images of Rosie Huntington-Whiteley.