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It is hard to believe that Rosie Huntington-Whiteley, whom Maxim named this year's 'hottest woman on earth,' was once told she wasn't in good shape. But according to the British model that's exactly what happened.

"When I started modelling, I was definitely heavier," she reveals in the July issue of British ELLE. "I was quite voluptuous in fact. I had a real baby face and baby fat. But I was a baby! I was told I had to get into better shape, but I'm quite stubborn so I didn't."

She adds: "I can't remember a time where I really battled with my body, but I can remember being asked to lose weight and battling with the advice. It hurt me. Especially as my baby fat naturally melted away as I got older."

Click on to see a more from the shoot including a behind-the-scenes video...

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The Transformers: Dark Of The Moon star also reveals that the remarks spurred her to fall in love with working out.

"I don't just work out to stay slim, I work out because it takes a lot to be on a plane and be jet-lagged all the time. Same with being on a film set for months," she says. "It's important your body is strong and toned and can take that battering."

Pick up the latest copy of ELLE magazine on June 1st.