On January 20, 1964, Sports Illustrated debuted their first ever Swimsuit Issue, with covergirl Babette March. Over the years, actresses, models and (of course) athletes would follow her lead, stripping down and throwing on swimwear for the privilege to appear in one of the most sought after magazine issues of the year.

So what happens to those who first get their start in S.I.? Well, some continue to model, others host TV shows, and a few even retire from the business completely. But then there are those who move on to the (some say inevitable) next step: acting.

Which brings us to former Sports Illustrated covergirl Brooklyn Decker. This weekend, the 25-year-old stars in not one, but two big-budget motion pictures: “What to Expect When You’re Expecting” and “Battleship.”

Along with Decker, lets take a look at other former S.I. swimsuit models who’ve appeared on screen.

  • Kate Upton

    The 19-year-old model graced the 2012 cover of Sports Illustrated.

  • Kate Upton

    Upton has had small roles in two big-budget movies: “Tower Heist” and “Three Stooges.” Her character in “Stooges” ended up causing an uproar when <a href=”http://news.moviefone.com/2012/04/12/the-three-stooges-catholic-league-nun-bikini_n_1421937.html” target=”_hplink”>the Catholic League criticized her fictional nun’s very revealing bathing suit</a>.

  • Christie Brinkley

    Brinkley has been an S.I. cover girl three times, from 1979-1981.

  • Christie Brinkley

    Although she’s been in only three movies, Brinkley may be best known for her <a href=”http://www.youtube.com/watch?v=lz-z_TeJObU” target=”_hplink”>”Girl in the Ferrari” role 1983′s “Vacation” </a> (a character she reprised 14 years later in “Vegas Vacation”).

  • Marisa Miller

    The California native was on the cover in 2008.

  • Marisa Miller

    Miller’s first role will be in the upcoming crime drama “R.I.P.D.,” alongside Ryan Reynolds and Jeff Bridges. (You can see her filming a scene from the film at Fenway Park in the accompanying video.)

  • Kathy Ireland

    Another repeat offender: Kathy has been on the S.I. cover three times, in 1989, 1992 and 1994.

  • Kathy Ireland

    In addition to being <a href=”http://www.huffingtonpost.com/2012/02/25/kathy-ireland-richest-model_n_1301067.html” target=”_hplink”>the richest model in the world</a>, Ireland has appeared in several B-level comedies, including “National Lampoon’s Loaded Weapon,” “Mr. Destiny” and “Alien From L.A.”

  • Heidi Klum

    The German-born Klum appeared on the cover in 1998.

  • Heidi Klum

    Best known for her work on the TV show “Project Runway,” Klum has starred in a handful of movies, including “54,” “Ella Enchanted” and “Blow Dry” (pictured).

  • Elle Macpherson

    Elle has been a Sports Illustrated swimsuit cover girl a record five times (1986, 1987, 1988, 1994, 2006).

  • Elle Macpherson

    Macpherson has been in a variety of movies, from the “The Edge” with Alec Baldwin to the period drama “Jane Eyre” to the critical disaster “Batman and Robin.” Range!

  • Tyra Banks

    Arguably the most famous of S.I. swimsuit models, Banks graced the cover in 1996 and 1997.

  • Tyra Banks

    Although she’s done more TV than film, Banks has had small parts in “Halloween: Resurrection,” “Love and Basketball” and “Coyote Ugly.” She also appeared as herself in “Tropic Thunder” and “Hannah Montana: The Movie.”

  • Brooklyn Decker

    The 25-year-old Ohio native was on the S.I. cover in 2010.

  • Brooklyn Decker

    It’s a big weekend for Decker, as she has not one, but two films opening: “Battleship” and “What to Expect When You’re Expecting.” Her first big-screen role was in the comedy “Just Go With It,” which got her a Razzie nomination for worst on-screen couple (with Adam Sandler).

  • Rebecca Romijn

    Romijn appeared on the cover in 1999 and once again in 2006 (alongside fellow model-turned-actress Elle Macpherson).

  • Rebecca Romijn

    Romijn is the only one on the list to portray a superhero. In 2000, she played Raven Darkholme/Mystique in the superhero flick, “X-Men.” Rebecca went on to star in “The Punisher,” “Godsend” and the critical/comercial bomb “Rollerball,” which got her a Razzie Award for Worst Supporting Actress.

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