We are usually accustomed to seeing Sports Illustrated Swimsuit Cover model Kate Upton flaunting her sexy bosom. However, during Upton's appearance at the Melbourne Cup Luncheon held at the Oaks Club on Wednesday, she decided to cover her infamous cleavage and dress conservatively.

Upton was invited as a guest for the horse-racing event. "On the way to the Emirates Melbourne Cup," Upton wrote on Twitter on Nov. 4. "I am so looking forward and excited to being a guest of Emirates and Flemington Victoria Racing Club for the Melbourne Cup Carnival," she added.

Upton went for a revealing outfit when she watched the horse race on Tuesday. She graced the event wearing a red body-hugging dress with plunging neckline made by designer Antonio Berardi. She even tweeted a photo of her with Canadian model Coco Rocha. "Coco Rocha and I are having way too much fun at the Melbourne Cup Carnival," she wrote. Upton didn't disappoint her male fans from down under by showing off a bit of her cleavage.

On the next day, Upton decided to dress conservatively as she attended the Melbourne Cup luncheon gathering. She came in a Nina Ricci cream-coloured short overskirt. It has a coat with ruffles at the waistline. The 21-year-old supermodel matched her outfit with a stunning black headpiece.

Upton is definitely a very stunning model. The dress she wore at the luncheon gathering looks good on her. She can basically look awesome in anything. She recently graced the cover of Sports Illustrated Major League Baseball Playoff Preview journal where she wore the jersey of the Atlanta Braves, and she still looked amazing.

Upton has a passion for horses, being an equestrian herself. She has previously competed at a national level for the American Paint Horse Association prior to modeling. She has a total of four reserve championships. Thus, being at the Melbourne Cup and around horses definitely brings back a lot of memories for Upton.