The beauty flashes her underwear from underneath a cream coloured jacket while her smartly-dressed companions struggle to keep their eyes facing front.
The shoot, for Cosmopolitan magazine, also sees the 31-year-old show off her slender pins in knee-high leather boots.
And she clads her curves in a navy overcoat.
But on Tuesday night she wasn't so conservative.
At the GQ Awards she had a boob off with equally busty Abbey Clancy in the ladies loos.
A source said: "They were comparing breasts in full view of other guests. Kelly couldn't resist giving Abbey's a gentle poke to salute her firmness and Abbey returned the favour."
Kelly appears in the October issue of Cosmopolitan, on sale Thursday September 8.
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