While there's no Opera House or Harbour Bridge behind Upton to make it really obvious, Sydney owns that blue water background. Further intel on the issue reveals that the Sports Illustrated crew, including models Crystal Renn, Michelle Vawer, and Adaora Akubilo (all new to the Swimsuit issue) also shot spreads out on the Great Barrier Reef and on Palm Cove in Queensland. The lucky, scantily-clad ladies holed up at the Shangri-La Hotel, Sydney and Shangri-La Hotel, The Marina, Cairns last year, when the issue was photographed.
So while you can still head down under to view the scenery featured behind the girls in the issue, the bikini'd supermodels have long left town...until later this year, when they head out to another (currently undisclosed) locale for the 2013 issue!
[Photo: Walter Iooss, Jr./Sports Illustrated]