Upton wears a sheepskin Fendi coat and a patent leather bustier by Patricia Field.
The cover line reads, "SEDUCTIVE” as the model also wears bold red lipstick and voluminous blond hair.
Upton was not always the “It” girl, however. Back in February, Upton was dismissed by Sophia Neophitou, a fashion editor and in charge of the Victoria’s Secret Fashion Show lineup.
"She's like a footballer's wife, with the too-blond hair and that kind of face that anyone with enough money can go out and buy," Neophitou said, according to ABC.
Even though Upton does not make the cut for Victoria's Secret, Vogue has been more than willing to work with her in recent months.
Earlier this month, for the US version of Vogue, Upton was shot by top photographer Steven Meisel for a seven-page spread. She was shown in a sexy backless one-piece in addition to chic fashion wear.
The spread is appropriately titled, "The New Girl," as Upton is only 20-years-old. She first appeared in Sports Illustrated Swimsuit issue just last year, before becoming its cover model in 2012.
In the issue, Upton talks about keeping her curves in a weight-obsessed industry.
“I don’t want to starve myself. I still want to hang out with my family and be a normal girl. You have to be confident, and that doesn’t mean starving yourself,” she says.
“I think it’s important to look at magazines and think a healthy lifestyle is attainable.
Now that the fashion industry likes the idea of me, I’m happy if I can have an influence,” Upton went on to say.
Upton is dating Justing Verlander, a MLB baseball pitcher for the Detroit Tigers.