The gorgeous model was invited as a special guest of the Victorian Racing Club and Emirates Airlines for the Australian horse race. She attended the event solo, without her "Dancing With The Stars" boyfriend, Maksim Chmerkovskiy.
The 21-year-old killed it in a retro-chic red dress, complete with a throwback net fascinator and perfectly coiffed curls. At the Flemington Race Course, Upton wore an edgy pair of Alexander McQueen pumps adorned with skulls on the toes.
Coincidentally, Upton was raised in another Melbourne -- Florida! It was her first time visiting the city Down Under.
Another stylish appearance. Good showing, Kate!
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