The New Cover

Sports Illustrated is as secretive as it is successful with its blockbuster swimsuit issue, so Bar Refaeli found out she's cover girl of the magazine's 46th annual ode to the barely-there bikini just hours before the magazine hit the newsstands today.

Speaking with Matt Lauer, Meredith Vieira and Al Roker on the TODAY plaza Tuesday, the stunning 23-year-old Israeli said her handlers treated their client's highest modeling milestone like a surprise party.

"My agency said I had an audition at the office," Refaeli told the TODAY trio, who actually knew about her being the new S.I. cover girl before she did. "And then they opened the door slowly, slowly, and they had the image of the cover like really big and there were cameras all over.

The swimsuit issue is typically seen by 66 million readers — including four in 10 adult men in the U.S., according to Sports Illustrated research — making it the biggest annual event in magazine publishing. Moreover, becoming the S.I. cover girl launched the careers of Tyra Banks, Rebecca Romijn, Cheryl Tiegs, Cindy Crawford and Heidi Klum into the stratosphere.

Refaeli was well aware of the famous footsteps she hoped to follow in when posing for photographer Raphael Mazzucco on Canouan Island in the Grenadines. The magazine shot 19 models for the swimsuit issue, but none knew at the time who might make the cover. "It's the cover that matters most," S.I. group editor Terry McDonell told The Associated Press, but each model gets an equal shot.

"The cover has to reflect the athleticism and sexiness of the culture. This photo is modern, her hair and swimsuit look natural. You see her freckles. Her body is amazing and she looks intelligent," McDonell told the AP.

It's also purposeful, he noted, that the models have healthy, sometimes curvy, figures. "A skinny waif won't work here."

McDonell, along with swimsuit editor Diane Smith and S.I. creative director Steve Hoffman, sifted through 90,000 photos this year. In consumer testing, it's inevitable that the raciest one is the favorite, but that's not the one that lands on the front. "There are marketplace considerations," McDonell explained. "I want to be at the front of the store, not the back."

Refaeli, who was featured inside the 2007 and 2008 swimsuit editions, had a feeling she might make cover grade this year after she eyed the Missoni swimsuit that eventually put her on the front. "There's all kinds of cover tries, you try all kinds of outfits," she said. "That specific one, I don't know why, we all felt like, that's the one.