Kate Upton is now showing off what’s in between her ears.

Kind of.

The Sports Illustrated swimsuit model, who this year had to fend off critics who called her too fat (!), is featured in the new Skullcandy headphones campaign with a set of the designer phones strapped onto her pretty face.

The Upton Effect: Fashion mags now making models … fatter?

Upton joins three other top models - Chanel Iman, Chrissy Teigen and Jessica Stam — in the campaign, in which each will design their own headphones, set to roll out in September.

HOT SHOTS: The lovely and talented Kate Upton.

Note to Skullcandy: Proceed with caution with any commercials or videos that feature Upton dancing, as these have met with some resistance in some quarters.

(Yes we’re talking to you, YouTube.)