(LEFT Kate Upton's Sports Illustrated Cover RIGHT Kate's Harper Bazaar Shoot)
Its hard to believe the not too long ago a barely clothed Kate Upton was the cover girl of Sports Illustrated. Well a more classy, covered up Upton is featured in May's Harper's Bazaar and does she ever look good. The spread also featured cameos from Jerad Leto, Terry Richardson and Aziz Ansari. One things for sure, this girl can model, she looks amazing in this spread. Check out the pictures below.
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