Kate Upton's Makeover

Kate Upton

Kate Upton's Makeover - Kate Upton is showing a different, more conservative side of herself in the July issue of Vogue, where she is completely covered up in sophisticated fall clothing.

In the pic, the Sports Illustrated Swimsuit Issue model, who is famous for sporting a daring skimpy red bikini on the sports mag's cover, wears a knee-length dress, knee-high boots and a full-length striped coat with a fur collar. In fact, save for the flash of skin where the dress' hem meets the top of her boot, she's not baring much skin at all -- quite the change from her usual, barely there looks.

"I'm from Florida, where your whole wardrobe is flip-flops, cutoffs, and bikinis," the 20-year-old model tells Vogue. "Now I enjoy fashion so much, but I don't think people realize it, because I'm always in a bikini!"

But for those who prefer Upton in a two-piece, they can head over to Vogue's brother publication, GQ, where she graces the July cover in a skimpy patriotic bikini while seductively licking a popsicle.