UPTON & DOWNTON

Kate’s topless tumble

Just because you look like a mermaid, it doesn’t mean the sea is your friend.

A topless Kate Upton learned that the hard way when she was seen being knocked off a rock and into the Caribbean during a sexy Sports Illustrated photo shoot on a beach in Aruba on Monday.

The 25-year-old supermodel went tumbling when a wave crashed onto the slippery stones where she was standing while posing.

An assistant desperately tried to grab her as she tumbled. But he couldn’t catch her in time as her flowing dress came off and she slammed into some of the rocks.

Onlookers rushed to her aid, and Upton appeared to have escaped without serious harm.

She even tried to laugh off the whole incident as she walked up the beach and dried herself off with a white towel.

Sources told Splash News that Upton suffered only some minor injuries to her feet.

The photo shoot was for the magazine’s annual Swimsuit Edition, due out in February.