While both the boys were dressed as Musketeers, Upton's costume was more of a mash-up (and way more unique). We'd categorize it as a little bit Marie Antoinette, and a fair amount spooky, too. From the neck up, Upton rocked a spider web of makeup, pairing it with a bouffant and a flouncy, 18th-century-inspired minidress.
Upton and her guy (along with his bro) partied with fellow famous people like Vanessa Hudgens (who went as an angel) and Alessandra Ambrosio (Queen of Hearts). Meanwhile, Cindy Crawford and husband Rande Gerber came in for the win, with their impersonation of Slash and Axl Rose, respectively. One '90s icon impersonating another? Paradise city. (Celebuzz)