Kate Upton took over a sports-mad world when her Sports Illustrated cover hit newsstands, but it was Bar Refaeli that stole our hearts. 

Let's be honest for just a couple of moments, there are no losers with the Sports Illustrated Swimsuit Issue. Every last model is a breath of fresh air and every reader gets their mitts on the hottest magazine of the year. 

Sure, it may be hard to find some articles to pass off to your wife as the reason to own the thing, but even she can't fault you for an issue that may be among the best in history. 

Yes, that isn't just overzealous exuberance, this could very well be the best issue in years. The reason is two-fold. Upton dominates most of the pages, and Refaeli picks up the slack. 

You can take a look at some pictures of the biggest star on the planet right now at the SI site dedicated to Upton's image. 

Right off the bat, you can see what the appeal is all about. She is a vibrant beauty that has an equally attractive personality. I have a thing for silly, and Upton can let loose like no other. 

Her brief stints in movies like Tower Heist and Three Stooges has me giddy that she will continue her rise to pop culture prominence. 

Bar-bar-refaeli-9985456-1024-768_original_crop_650 Photo Credit: Fanpop.com

With so much aplomb greeting the newest cover of the celebrated issue, you have to remind yourself that there are other models in the issue. 

One that needs no introduction and may be the most underrated part of the issue is Refaeli. The magazine invokes some jealousy from its readership in her spread that is entitled Bar and the Boys. 

Refaeli gets cozy with the likes of Chris Paul, Rafael Nadal and Michael Phelps. Yup, three men that have everything get a little more as they get to share the pages with one of the most beautiful women in the world. You can see some of those images here. 

As you can see, there is a ton to love about Refaeli and she would have us all talking in any other year. It just so happens she shares the magazine with the super hit of the issue in Upton. 

That is a great deal of winning for us readers to savor.