The 20-year-old model posed for famed photographer Steven Meisel in New York City on the rooftop of a building, and the cover photo shows Upton in a plunging black strapped leather dress, a sheepskin Fendi coat, big blonde hair, red lips, smoky eyes and a massive diamond necklace. Click here for photos from the magazine spread.
Meisel wanted to portray Upton "as a sophisticated mistress squeezed into latex: a tribute to the highly erotic urban style of Helmut-Newton from the Eighties," according to the magazine.
"Sensuality is not only a question of silhouette: it is written in one's way of being, the way one move, the way one expresses oneself," the magazine noted. "And Kate Upton, with her strong and explosive femininity, Helmut-Newton style, is for sure an emblem of it."
Although she has yet to reach the cover of Anna Wintour's Vogue, Upton has a spread in the November issue of Vogue U.S., her second one this year. Also shot by Meisel, the accompanied story was titled "The New Girl: Kate Upton," and the model posed in outfits by Donna Karan New York, Narciso Rodriguez, Jason Wu and Ralph Lauren Collection.
The story delved into Upton's start as a bathing suit model, calling her "the Queen of the Bikini" and saying that she did not think of high-fashion modeling when she first went in front of the camera.
"[But] the fashion world should get ready, as it is now at the top of her list of things to conquer," the magazine said. " And the industry seems to be noticing her, as has the rest of the world, through both her swim covers and her 'Dougie' tutorial on YouTube."
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