Kate Upton put on a very busty display at the Barnstable Brown Derby Eve Gala in Louiseville.
The 23 year old model showed off ample cleavage in a low-cut floaty red gown, paired with simple grey suede stilettos.
Kate also red a white jacket casually slung over her shoulders, and channelled classic Hollywood glamour.
A slick of pink lips, cascading blonde locks and minimal jewellery completed the model's look for the occasion.
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