KATE Upton really stole the show despite not actually being at the glitzy Oscars ceremony at the Dolby Theatre in LA.
The 23-year-old went straight to the Vanity Fair Oscar Party to follow the prestigious 88th Academy Awards on Sunday.
When it came to dressing for the occasion, Kate was definitely a winner in this low-cut plunging black dress, which showed off her impressive cleavage.
The actress oozed sophistication on the red carpet with the help of her shiny diamond earrings and a massive ring.
But all eyes were fixed on her ample assets as she posed for pictures.
Prior to the party, Kate took to Instagram to show off her workout session to her three million followers.
Joining the Sports Illustrated model at the party included winners such as Leonardo DiCaprio who finally got his hands on his first Oscar for his role in The Revenant - after being nominated five times in the past.
Sam Smith also won best original song for Writing's On The Wall, which he composed.
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