It's a good time to be Kate Upton!

The recently engaged model-actress celebrated her upcoming 24th birthday Wednesday night with a party hosted by Carine Roitfeld at The Blond Lounge in New York City. Kate's friends and fiancé Justin Verlander all appeared to be having a great time, too, as the B-Day babe quite literally "Partied [her] pants off."

Kate Instagrammed a shot of herself and Justin taken from behind. She's wearing a black thong bodysuit beneath her sheer, starry dress, and while it's no birthday suit in the traditional sense, it's most certainly a cheeky ensemble. If you look closely at the picture (posted by Kate herself) you can see there appears to be a tiny tear in the back of the dress, hence the clever "Partied my pants off" photo caption.