Black one-piece really swim-suits Kelly Brook

Woman in black ... Kelly Brook in Cannes

KELLY Brook makes the most of the warm weather, stripping down to her swimsuit for a sizzling photoshoot. 

The Brit model looked sensational as she posed in a phone box in a black criss-cross swimsuit, with a matching trenchcoat over the top.

And if she didn't look cool enough already, she also rocked a pair of dark sunglasses as she strutted her stuff in Cannes, France.

Her daring outfit looked to be struggling to contain her amazing figure as she walked around the set in sexy red heels.

And she even took her ample charms on the water, heading out on to the Bay Of Cannes for some nautical snaps.

The 32-year-old model is attending the famous Cannes Film Festival to promote new movie Keith Lemon: The Film.

KB phone home ... Kelly Brook in Cannes

And she's spent a lot of time hanging out with the outrageous comic — as well as being refreshingly honest about why she agreed to work with him.

She said: “I read the script and there wasn’t much work coming in at the time, so I was available.

Coat out by the weather ... Kelly Brook in Cannes

“I thought, yeah, this is offensive and quite disgusting and, yeah, I’m probably going to get abused for it by Keith the whole way through — but why don’t I just go for it and have a good time.”
But she warned her family that they might be a little shocked by how raunchy the flick is.

Water babe ... Kelly Brook in Cannes

She admitted: “I think they will be a little shocked.

"I’ve done girl-on-girl in films but that was tame in comparison to this — what Keith does to me in this film is far more offensive.”

Her trip to Cannes hasn't been all glitz and glamour, however, as she was also offered a large sum of money by an unknown man who wanted to spend the night with her.

It's believed she initially thought it was one of pal Keith's jokes — but soon realised the man wasn't kidding.