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According to VF, the blonde beauty graced the cover, blowing out a candle to celebrate the glossy's 100 years on newsstands.
The photogenic model slightly bends forward in a seductive pose while wearing revealing swimwear. She shows off her cleavage and glowing skin in the cover shot, pairing the skimpy bodysuit with side-swept blonde locks and a killer red pout.
Her whole look as the month's cover girl reads old Hollywood Glam, mixed with sexiness and sophiscation. But her look inside the magazine's pages is a different story.
Photographed by Annie Leibovitz, Upton appears to be "lounging on the moon" in another eye-catching shot. VF reported that the photo is a re-creation of the original cover of Dress & Vanity Fair from Oct. 1, 1913.
Upton also opened up about her difficult road to fame and becoming one of today's most sought-after models.
"I'm not going to name names, but one agency told me, 'You're too American and everyone knows American women are lazy,'" she said. "I was so offended! I've never been so offended! I was like, 'You know that you're in American, right?'"
"And it wasn't 'American models' - it was 'American woman are lazy,' period!" Upton continued. "I feel like a lot of American women would disagree with that. A lot!"
The 100th anniversary issue will hit New York and Los Angeles' newsstands on Sept. 5. The issue will be available nationally on the iPad, Nook and Kindle on Sept. 10.
Picking up a copy? Like Upton's look? Tell us in the comments section below!
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