Gorgeous Sports Illustrated Swimsuit Issue cover girl Kate Upton is showing off her high fashion side.
The stunning blonde posed in a series of new photographs for Harper's Bazaar, taken by famed photographer Terry Richardson, who has worked with Lady Gaga.
In the shoot, which shows off old-Hollywood inspired looks, Kate can be seen posing with "Parks and Recreation" star Aziz Ansari and actor and 30 Seconds to Mars frontman Jared Leto.
Click HERE to see more of the photos.
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