Kate Looks Fabulous in Vogue.

Kate Upton undergoes a new makeover for the July issue of Vogue.

The blonde beauty is usually in a bikini or less for her photo shoots, but she has dropped the wet t-shirt for some "sophisticated fall clothing," reports Us Weekly.

Meanwhile Lindsay Lohan went the other route recently, she strips down to her bikini for a short film by renowned artist Richard Phillips.

The film, titled First Point, is touted as: “A postmodern take on the surf film genre through an abstract framework of imagery.”

More bikini photos in the gallery below.

Inspired by “contemporary film noir” such as David Lynch’s Lost Highway the plot is based around Lyndsay, an actress, who is bothered by a fleet of paparazzi while she attempts to surf in Malibu.

It features female pro-surfer Kassia Meador with a score by Thomas Bangalter - from the French electro duo Daft Punk.

When not wearing a sexy 1950s style bikini the Mean Girls actress, 25, dons an unusual $195 wetsuit by Cynthia Rowley.

The artist has worked with the troubled star before - when he directed another short film titled “Lindsay Lohan” which was released last year.

He said: “Resuming work with Lindsay on First Point was exciting as we had the opportunity to expand upon her powerful ability to communicate the abstract narrative potentials set into motion by the first film."

The film debuted during the Art Unlimited event at Art Basel in Switzerland recently but will be shown at New York’s trendy Gagosian Gallery this autumn.

(Image Credit: Sebastian Kim/Vogue)