Fashion Faceoff: Kate Upton vs. Kate Middleton

We wouldn't necessarily expect a Sports Illustrated swimsuit model to channel the look of a duchess, but that is exactly what Kate Upton did when she nearly knocked off the style of the queen of class, Kate Middleton. This time it is a fashion battle of the Kates!

What they wore:
The Duchess of Cambridge donned a cream Alexander McQueen double-breasted dress coat and a Lock and Company hat. The 21-year-old model wore a similar cream peplum suit with silver buttons down the front, and a black fascinator.

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When they wore it: Upton opted for the demure look at the VRC Oaks Club Luncheon at the Melbourne Cup on Wednesday. Middleton tried out the classic ensemble at Trooping the Colour, the official commensuration of Queen Elizabeth’s birthday in July 2011.

How they styled it: As usual, Prince William's then-fiancée kept her jewelry and makeup minimal and her chestnut locks in polished curls, allowing the cut of her suit to stand out. She concluded the timeless look with her signature nude L.K. Bennett pumps. The Vogue cover girl added more oomph to her outfit, pairing it with a burgundy purse and nude strappy sandals. She finished off her look with wine-colored lips and heavy eye makeup.

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Judge's scorecard:
Let's face it; it is really hard for anyone to compete with the English princess. Even a supermodel couldn't win this competition. There is something delightful about the way Middleton modernizes classic pieces without overdoing it with makeup and accessories.

Who do you think wins this battle of the Kates?