A hot to trot Kate Upton brought her beauty to a spread of photos making up a feature in the May 2012 issue of Harper's Bazaar magazine.
Taken at the famed Beverly Hills Hotel, the Sports Illustrated Swimsuit Issue cover girl sported an array of sexy, retro looks with some famous faces beside her including 30 Seconds to Mars front-man Jared Leto and comedian Aziz Ansari.
Along with a few "waking up" snaps, Upton also posed for a fun poolside pic with the feature titled 'The Shape of Things' being put together by photographer Terry Richardson.
Aside from her Harper's effort, the blonde bombshell recently stood up to fight bullying by releasing a PSA (watch above!) that ties in with the new film “Bully” produced in conjunction with The Weinstein Company.
The 19-year-old revealed that she was the victim of bullying when she was in school and she felt that it was important to share her story and warn others about the critical dangers in the act.