The former "Friday Night Lights" cheerleader, who bares her toned tummy in a cropped gray tee and dark denim low-rise jeans on the cover, tells the magazine that her late mother, Maureen Kelly, raised her solo for much of her childhood after dad Rick Dufay, a musician who played with Aerosmith, abandoned them.
"My mom lived a fast life," says Kelly. "She -- for most of my life, she was a dancer. An exotic dancer. She was a stripper.
"Um, so she would come home at like three, four o'clock in the morning, and sometimes she would have a really great night, and so she would wake me up in the middle of the night and we'd go to Ralphs and go grocery shopping. And that was so much fun."
Inside the magazine, 30-year-old Kelly also strips down, posing for photographer Yu Tsai in a variety of scanty ensembles, including a white borrowed-from-the-boys button-down over a black bra and panty set, and a dominatrix-style bedroom number consisting of a black bra, black bottoms with a sheer side panel, long black leather gloves, and peep-toe platform heels.
Early in Kelly's career, a makeup artist approached her and wanted to turn her into a Playboy Playmate, even helping her get a job to pay for breast implants. Ultimately, Kelly called off the operation.
"I'm confident -- confident in my skin, and I'm cool with my flaws and all that stuff," says the brunette beauty, who, despite her success, remains careful with her cash -- perhaps a reminder of her hardscrabble childhood. "What happened to Levi's for 60 bucks? Five-hundred dollars is too much to pay for jeans," says Kelly, who next stars opposite Leighton Meester in the 2011 Single White Female thriller "The Roommate."
"I think 230 should be the max. But I remember when like Paper Denim & Cloth came out and jeans were one-, two-hundred bucks, and it was like, What?"
In related news, check out some of Leighton Meester's most memorable "Gossip Girl" season-4 fashions.