Renowned photographer Sebastian Faena helped take the photographs as the models stroke racy poses in bed, reports aceshowbiz.com.
Kerr, 32, was shot pushing her derriere towards the camera in backless see-through one-piece netting. She leaned forward and spread her legs and feet up in the air as she cuddled a fur blanket while lying prone on the bed.
As for Upton, she was photographed wearing a sheer bodice while barely maintaining her modesty with the grip of her hand.
There were still some other models snapped for V Magazine's issue 97. The particular issue will release on September 10.
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