She wasn't always pushing around sleds loaded with 400-pound weights.

By By Pam O'Brien
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Kate Upton prides herself on being a badass. The 25-year-old model and actress can push a sled with 500-pound weights across the floor, no problem, and does hip thrusts with a 200-pound bar across her lap. (She's always a source of gymspo.) "Here I am bragging," she says with a laugh as she describes her fitness feats. "But it's exciting, challenging, and empowering to see what I can do."

Kate is killing it outside the gym too. She's engaged to Detroit Tigers pitcher Justin Verlander ("We haven't set a wedding date yet. We're just enjoying the engagement," she says), and in addition to her hugely successful modeling career, she's taking on more acting roles. In her new movie, The Layover, which is in theaters now, Kate stars as a woman competing with her best friend for the same guy after their plane makes a forced landing. "It was really fun to film; an awesome learning experience," says Kate, who has been studying acting for seven years. "I believe in hard work and learning your craft before going out there and doing it." As disciplined as she is in her work life and her workouts, Kate is also a big proponent of treating herself. "I mean, you can't be good all day," she says. Some of her favorite things: going out to dinner, drinking wine, and eating french fries and chocolate.

"I'm always hungry," she admits. "I love to snack." Here's how she balances the work with the fun-and why being a little bad is a very good thing.

Heavier Is Better

"To me, exercise is about working really hard in the gym to be healthy and feel good and confident about my body. Weight training helps me do that the best. Lifting heavy weights leans you out if you do it the correct way. Ben Bruno, my trainer, always makes sure I'm getting it right.

"When I started training with him, he would say, 'Let's put 500 pounds on the sled,' and I would immediately say, 'I can't do that.' So he started standing on the sled so I couldn't see how much weight was on there. Now my attitude has changed completely, and I'm always pushing myself to do more. (See Kate Upton's workout skills in action.)

It's Not About the Scale

"What really helped me deal with the pressure of the fashion industry and having to be a certain weight was taking myself out of that conversation completely. Once I started focusing on being strong and doing weight training, I became the size that I needed to be for modeling. I changed the battle inside my head to be about strength and having balance in my life instead of fitting into a pair of jeans."

Dessert Is an Excellent Motivator

"Exercise is me taking care of my body, and I always feel really good about that. But everybody has those moments when they think, I don't want to work out; I'm so tired; don't make me. I never shame myself for that. Instead, it's all about balance. If I want to have a really awesome dinner, I might use that as motivation. I'll tell myself, 'I will have that dessert tonight if I just get my ass to the gym!' Then I end up going and being so grateful that I did."

Load Up on Power Food

"I eat a lot of protein like chicken and tons of greens. I'm like a female Popeye: I eat so much spinach that it's insane. I love it with a little bit of cheese drizzled on it–it's one of my favorites. I always have breakfast because I can't do a hard workout if I don't eat. I usually have eggs and spinach beforehand or an omelet with a bunch of veggies in it and maybe a little feta. If I'm at the gym acting like a badass lifting all those weights, it would be pretty embarrassing if I fainted."

Always Save Room for the Fun Stuff

"I like to have a little 'bad' every day. Whether it's chocolate, some chips or french fries, or croutons on my salad. Or cheese and bread, which is my absolute favorite if I have to pick one. Having a treat makes you feel like it's worth it." (Finding balance is key.)

Deprivation Never Works

"I don't like to be starving when I sit down to have a meal, because then I eat too much. If I have a little snack and curb my hunger before it gets out of control, I'm able to keep a handle on my diet better. I've gone to the grocery store when I'm starving, and it's not a good idea. I end up buying the entire store."

For more from Kate, pick up the September issue of Shape on newsstands August 15.

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