Serena Williams thinks her thighs are ``too big'' and her arms are ``too muscular and too thick,'' but that didn't keep the tennis star from baring all for a cover of ESPN The Magazine's ``Body Issue'' (ESPN's answer to the Sports Illustrated Swimsuit Issue).

Known for her fashion statements on the court, Williams certainly will turn heads with this one. Wearing nothing but bright red lipstick and her trademark megawatt smile, Williams posed with her knees covering her breasts and her legs strategically placed.

The magazine hit the newsstands Friday, and hers was one of six covers. The other five athletes who posed naked for covers were Carl Edwards (NASCAR), Adrian Peterson (NFL), Dwight Howard (NBA), Sarah Reinertson (Triathlon) and Gina Carano (Mixed Martial Arts).

It was quite a week for Williams, who regained her No. 1 ranking.

``ESPN said they were doing a body issue and they thought I had a good body, so I was super-flattered,'' she told reporters in Beijing. She called the photos ``classy, not trampy,'' and found the poses to be ``tasteful.''

The magazine features 30 athletes in various states of undress.

Williams might not be smiling when the International Tennis Federation announces whether she will face further sanctions for her profanity-laced tirade toward a line judge at the U.S. Open. She was fined $10,000, but faces fines of up to $500,000 and could be suspended from the 2010 Australian Open. A decision is expected in the next few weeks.