WHAT could possibly make a supermodel run screaming from a photo shoot?

Well, a thin layer of paint and a torrential downpour, it seems.

Supermodel Marisa Miller, who graces the cover of the 2008 Sports Illustrated Swimsuit issue, revealed on David Letterman's The Late Show on Monday that she had a bra and panties painted onto her naked body for part of the shoot.

Miller, 29, said her whole body was shaved for the shoot.

Blushing, she said it was like being prepped for surgery.

The shoot, which took three days, was done on the islands of St John and the Turks and Cacos.

Prep work for Miller's body paint shoot started at 2am.

'It's kind of, I imagine, like getting prepped for surgery,' she said. 'It's 14 hours. It's all hand-painted with little brushes. There's a lot of detail.'

Miller said she feared the paint would wash off in the rain.

'There were torrential downpours all day and we didn't know if we were going to be able to shoot.

'We had run out when it cleared, shot for 10 minutes, (and) it starts raining on the beach and, of course, I'm in paint.

'I'm running for the hotel because I don't know if it's waterproof or not, so I wasn't going to stay around to find out.'

Miller found out she was the latest cover star only when the magazine was unveiled on Monday.

'I was told I had a meeting with a client, so I went into my agency and the client was actually there playing along with it,' she said.

'I walk into the conference room and I see the editor of Sports Illustrated and she has a poster of the cover and champagne.

'I just kind of hit the wall. I cried - I was kind of wimpy about it - but it was a big deal.'

The magazine hit US news stands on Tuesday.

This story was first published in The New Paper on Feb 14, 2008.