Kate Upton Photographed by Terry Richardson for Harper’s Bazaar [Gallery]

NEW YORK | Thursday, April 19th, 2012 4:50am EDT

Kate Upton is Terry Richardson’s latest muse as she poses in a series of old Hollywood-inspired looks for the May issue of Harper’s Bazaar.

  • Penelope Cruz, photographed by Terry Richardson, stars on the May 2012 cover of Harper's Bazaar. Photo: Harper's BazaarPenelope Cruz, photographed by Terry Richardson, stars on the May 2012 cover of Harper's Bazaar. Photo: Harper's Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar
  • Photo: Terry Richardson/Harper’s BazaarPhoto: Terry Richardson/Harper’s Bazaar

Kate Upron, 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., tells Daily Mail.

Ms. Upton is wearing a leg-baring Hermes hood dress, which retails at $3,000. A bikini-clad model graces the May issue of Harper’s Bazaar magazine, looking stunning as always while posing poolside, soaking up the sun.

According to Ryan Seacrest website, Ms. Upton was photographed at The Beverly Hills Hotel in a variety of retro looks, the most fitting of which being ’30 Seconds To Mars’ front man Jared Leto and actor Aziz Ansari who both looked equally smart.

In the shoot with Jared Leto, Kate is positively dripping with glamour in a plunging white Chloe gown costing $3,095, which shows off her ample cleavage. Leto puts his arm around her and looks distinguished in a Rat Pack-inspired suit and hat.

Kate wears an Elsa Peretti necklace and smoulders into the camera with smoky eyes with her blonde locks tumbling over one shoulder. All the photos were shot by famed photographer Terry Richardson.

Mr. Richardson himself plays her companion in the shot, idling around next to her in a baby pink dressing gown while reading a copy of The Hollywood Reporter.

“Fashion magazine editors continue to populate their glossies with emaciated-looking ladies, people who cast runway shows keep tossing stick figures on the catwalk, and women keep getting bombarded with the sight of rib bones and hollow stomachs,” writes Jessica Pauline Ogilvie from The Gloss. “But you know who is the exception to this rule? Kate Upton.”

She continues: “Ms. Upton is not fat; like, not even a little bit. But she does have some flesh on her body, and — dare I say it? — maybe even a rogue fat cell or two. Instead of talking about how unfair things are for her, though, she’s just out there modeling and being happy.”

Ms. Upton is enjoying the spotlight right following her appearance as the cover star of this year Sports Illustrated Swimsuit Issue. She currently plays a saucy nun in slapstick comedy ‘The Three Stooges.’

Upton’s religious-inspired swimsuit – dubbed a nun-kini – which she wears in a scene in the film has caused quite a stir and provoked outrage from the Catholic League.

Harpers Bazaar may 2012 cover

Penelope Cruz, photographed by Terry Richardson, stars on the May 2012 cover of Harper's Bazaar. Photo: Harper's Bazaar

Actress Penelope Cruz sparkles on the May 2012 cover of Harper’s Bazaar. In the magazine the 37-year-old Spanish actress opened up about her family, fashion, and her idol. Check it:

On her idol, Meryl Streep, Penelope said: “When I first started watching movies and I saw Meryl’s work, that’s when I became obsessed with acting. Now I kiss her whenever I see her! She must think I’m crazy.”

She also told about a magazine shoot she made with Meryl a few years ago for the AIDS charity (RED):  “As soon as she got to the set, I had to sit topless on top of her. It was the most interesting love scene I’ve ever done.”

“[I'm a] worrier. I am living for every day and trying to have less fear, less worry. But I have always worried about everything; it’s in my nature. It’s the thing that makes me suffer the most,” Cruz answered when she was asked about how she characterizes herself .

The May issue of Harper’s Bazaar U.S. hits newsstands on April 24th. For more pics and quotes of Penelope Cruz, visit HarpersBazaar.com!

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