Kate Upton
Model Kate Upton arrives at the Metropolitan Museum of Art Costume Institute Gala Benefit celebrating the opening of "Charles James: Beyond Fashion" in Upper Manhattan, New York May 5, 2014. Reuters/Carlo Allegri

Miranda Kerr, Kate Upton and Amber Valletta have posed in revealing pictures for the upcoming Fall issue of V Magazine. The trio's seductive pictures will appear in magazine's 97th issue.

The three models are seen wearing white, sheer fishnet lingerie for the photoshoot. Kerr is seen lying upside down on a bed wearing sheer white one-piece lingerie in fishnet, which leaves little to imagination. The sleeves of her sexy dress are made out of white lace. Check out the pictures here.

Meanwhile, the “Other Woman” actress and swimsuit model Upton is seen lying on the bed facing up. The 23-year-old blonde beauty wears a sheer white bodice, which has a crochet design on the waist. The sheer bodysuit reveals her breasts but Upton covers them up strategically with her hands.

Though Upton has always posed in bikinis and is famous for her revealing pictures, the swimsuit model is not very comfortable in posing nude. "Your body is art, your body is beautiful, and to be photographed in that way [nude] is amazing and it’s received in a very positive way,” Upton told Details magazine in a previous interview.

But the gorgeous model is scared that her nude pictures will be miss used on the web. “But with social media and the Internet and not so great blogs and the attention like that, I don't think that my pictures would be received in the way that I'd want them to be received. That's why I've stayed away from them."

However, the star of the photoshoot was 41-year-old model Valetta, who posed topless for the magazine. The model wears sheer white bottoms as she lies on the bed, exposing her right breast for the camera.

The three models are also joined by fellow supermodels Rosie Huntington-Whiteley, Candice Swanepoel, Joan Smalls and Anja Rubik. Ace photographer Sebastian Faena clicked the pictures for the V Magazine's Issue. The magazine is due to be released on Sep. 10.

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