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Yes, there are poolside bathing suit shots, but Kate Upton's spread in Harper's Bazaar is decidedly chic. The internet sensation and Sport's Illustrated Swimsuit model was photographed by Terry Richardson (so you know it won't be too demure) at the Beverly Hills Hotel. Bringing the fashion was stylist Andrew Richardson.

Above she wears a special order jumpsuit and jacket from Yves Saint Laurent, a hat by Patricia Underwood, necklace by Solange Azagury-Patridge, Sermoneta Gloves, a Hermes bag and Manolos. Below she shows off the Lanvin bags of the season with an Akris dress and Cartier jewelry.

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Sure, Upton's modeling skills could use some sharpening, but I have the feeling she'll get the chance.

Also, stylish gentlemen Aziz Ansari from Parks and Rec and Jared Leto from general hotness make a cameo too! The whole shoot is very summertime glamour, take a look for some vacation inspiration. Check out a behind-the-scenes video below: