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."