The hobos down at the freight yard in San Pedro, California thought they'd drank too much Thunderbird last night when they looked up to see a nude Kate Upton gyrating next to a burning tire.
Police feared the model might have had a mental break down, but paramedics were turned away when Upton assured them, "Terry Richardson told me to show my tits to some hobos at the freight yard as a joke, and I always do whatever he says."
Police cited the Carls Jr. commercial star with public nudity, but Upton was released after informing police she'd simply had a "wardrobe malfunction."
"I was startled when I saw a cat jump, or maybe it was a guy in a box masturbating. Anyway, it caused my jeans and tank-top to fall right off. Same as what happened during my GQ shoot last week."
The only witnesses, a group of a half-dozen hobos, were excited by the incident, but unafraid to share their opinions regarding Upton's unusually large figure for a runway model.
"She's pretty," said Hobo Ed, 67, of the freight yard's east tunnel. "And it was nice of her to come down here and give us this little circle jerk. But she's just too big to work as a bonafide runway model."