Huntington-Whiteley looks stunning in a revealing little black dress while she and the boy banders flash peace signs for the camera.
The 1D-ers all look dashing themselves, sporting various shades of denim on denim outfits.
The gorgeous Victoria's Secret model told the fashion mag that she's positively smitten with the British singers.
"The lads are like puppies, they're adorable!" she said. "They've all got this little sparkle in their eye, and they're all just gorgeous. White, white eyes. Shiny, shiny teeth."
Payne was a little more guarded about meeting the beauty and revealed how he struggles a bit with finding the right things to say to girls.
"I'm not the best at talking to women," he admitted. "When you're with someone like Rosie, it's a bit more difficult. I was like, I don't really know what to say, so I'm just gonna kind of stay here and try to be cool."
And when it comes to Huntington-Whiteley's real life love, Jason Statham, she was easily able to articulate why she's head over heels for the actor.
"His knowledge and strength are really inspiring and attractive, and that can come with a man who's had a bit of time," she said.
"We have a connection that has nothing to do with age. Work comes and goes, but if you have someone at home who thinks you're the greatest person in the world, that keeps you going."
Between the Transformers star and the band members, Styles seems to see his love life end up in the headlines more than anyone.
Styles opened up about the gossip surrounding the singer's dating life, saying, "People who know me know what's true and what's not."
The latest lady spotted with the heartthrob is Kara Rose Marshall, a blond model who spent time with Styles in New York City over the weekend.
The two went to the Apple store with Styles' hairdresser, Lou Teasdale, and later at a rooftop bar with friends.