Kate Upton knows how to have fun!
The gorgeous 21-year-old model hit Hakkasan nightclub in Las Vegas last night for a girls' night out with pal Rita Ora.
After grabbing dinner at Hakkasan's restaurant, Upton, dressed in a black and white printed dress, headed to the club where she let loose and danced up a storm, taking the stage at one point with a bottle of champagne and without her pesky heels.
During the wild night out, Ora popped up at the DJ booth for an impromptu performance alongside her boyfriend Calvin Harris, who was spinning late into the night.
Ora then joined Upton for a night of chatting, partying and all-night dancing inside the club. The BFFs posed for pics together, posting them on Instagram with the caption, "Just a little Quick Vegas Stop with my sexy babies @kateupton @elenaora."
Ora, who was red hot in a red lace dress and matching lipstick, followed it up with another shot, writing, "Boob OFF!!! #yuuuumm."