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Kate Upton Covers Up Cleavage at Horse Racing Luncheon, Stuns in Demure Suit

Kate Upton Mark Metcalfe/Getty Images

Kate Upton knows there's a time and a place to bust out the girls, and a fancy midday social gathering is not that time!

So on Wednesday, Nov. 6, the 21-year-old Sports Illustrated swimsuit model kept her cleavage under wraps at a 2013 Melbourne Cup luncheon. There, as an invited guest of the Victorian Racing Club and Emirates Airlines, the blond beauty stunned in a demure cream-colored Nina Ricci peplum suit. While still gorgeous, this was quite a change from her previous ensemble.

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Kate Upton Ryan Pierse/Getty Images

Kate went for a much more revealing look to watch the horse race on Tuesday, Nov. 4, truly wowing in a figure-hugging, Antonio Berardi dress with a plunging neckline. She paired her va-va-voom gown with an intricate black Nerida Winter headpiece and a pair of Alexander McQueen pumps with tiny skulls on the toe—very retro chic!

Although Kate, an equestrian herself, didn't bring a date to these racing festivities, she appeared to be having a great time with model pal Coco Rocha. Plus, she's got quite a hunky boyfriend waiting for her back here in the states: Maksim Chmerkovskiy!

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The Dancing With the Stars alum is certainly a lucky guy, but that doesn't mean he and Kate plan to flaunt themselves as a hot couple at every opportunity. A source told E! News in September "it's important to them not to exploit their relationship," and keep things "very low-key, because they don't want to attract the press."

Sexy and smart!

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