In a complete 180 from her 2014 Sports Illustrated Swimsuit back cover, Kate Upton decided to cover up her fab figure for a just-as-fabulous party on Thursday.
The model with the gravity-defying curves, covered up her body at the Sports Illustrated South Beach Soiree in Miami.
Wearing a black Zac Posen dress, the Vogue cover girl looked all grown up and (dare we say) more mature thanks to the simple cut of the dress which featured a v-neck, cap sleeves and a small slit.
Besides her Sports Illustrated stint, the model has been wearing more covered-up looks in recent photo shoots including a vampy spread she recently did for CR Fashion Book.
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