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Kate Upton is Terry Richardson’s latest muse as she poses in a series of Old Hollywood-inspired looks.

The 19-year-old Sports Illustrated model is seen lounging by the pool with the famed photographer at the Beverly Hills Hotel in the spread for Harper’s Bazaar U.S., wearing a leg-baring Hermes hood dress, which retails at $3,000.

Richardson plays her companion in the shot, lounging around next to her in a baby pink dressing gown while reading a copy of The Hollywood Reporter.
In another shot, Upton gets some star power from 30 Seconds To Mars frontman Jared Leto.

The curvaceous models is positively dripping with glamour in a plunging white Chloe gown costing $3,095, which shows off her ample cleavage.

She teams the look with a Elsa Peretti necklace and smoulders into the camera with smoky eyes with her blonde locks tumbling over one shoulder.