ELLE Cover Shoot: Blake Lively

Page-Turner

Lively arrived at Manhattan's Milk Studios in black legging jeans, tasseled flats, and candy-colored cocktail rings. On set, she dressed fresh for spring in a bright white stretch dress by Victoria Beckham and gossips about her breaking roll into stardom.

On Gossip Girl: "I wouldn't have the opportunities I have if I wasn't on this show. We're at this point now where it's the homestretch and for the first time, we feel the end."

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Play Time

Creative Director Joe Zee pulled inspiration from Marilyn Monroe's 1952 workout portraits by Philippe Halsman and dresses Lively in an Isabel Marant net shirt over a red linen tank top.

On the men in her life: "I've had four boyfriends in my whole life. I've never been with anyone that's not a boyfriend. I didn't have a boyfriend until I was 17. If I spend time with a man, it's because they are somebody that I know well who has been a friend for a while. I've never gone on a date. Maybe I'm too shy."

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Rock Steady

Looking fit for the Olympic swim team, Lively sports a swimsuit by Michael Kors while Justin Timberlake's FutureSex/LoveSounds played her Maltipoo, Penny, wandered the set.

On what she looks for in a man: "Confidence is sexy. When you see a man who's completely comfortable in his skin, it puts you at ease. You feel safe. You feel like you could trust him. You feel protected. You also feel like you can be yourself because nothing is going to rock him either way."

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Coming Up Roses

Lively attended the Museum of Modern Art's Fourth Annual Film Benefit, "A Tribute to Pedro Almodovar" wearing a feathered peplum frock from Chanel's Fall 2011 Couture collection.

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Orange Crush

Looking ever-so like a teen dream, the Gossip Girl star picked up two surfboard awards at the Teen Choice Awards. Lively chose a bright orange leather Gucci dress and leopard-printed snakeskin Christian Louboutin heels.

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Sleek Siren

Lively got sporty for the 2011 MTV Movie Awards in a cobalt blue Michael Kors body-contoured cutout dress, punching up the color palette to high with commanding purple suede platform heels.

Dashing Duo

Lively attended the Met Gala with designer Karl Lagerfeld, who has taken to the starlet as one of his muses.

Cover Girl

Lively was chosen by Karl Lagerfeld as the new face Chanel's Mademoiselle handbag line. Released in March 2011, the ad campaign was shot by Lagerfeld in Coco Chanel's iconic Parisian home on Rue Cambon.