Take that picture, guy — it’ll last longer.

Model Alyssa Miller busts out in front of the Ed Sullivan Theater last night before the “Late Show with David Letterman” — as this fellow behind her enjoys the view.

Letterman was hosting his annual unveiling of the Sports Illustrated Swimsuit Issue, with guest Kate Upton, who graces the cover for the second straight year, this time with a furry parka and little else.