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ELLE February Cover: Katie Holmes

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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
  • Comments
    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
  • Comments
    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.
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    * When using Facebook Connect your image and name may display on Glo. All privacy settings are controlled by Facebook.

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    By ELLE

    Katie Holmes arrived for her cover shoot in a simple sweater and black cropped pants, but quickly transformed into a smoldering movie star thanks to darker, sexier looks hand-picked for her by the ELLE fashion team.

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    This month's cover shoot was inspired by the dark, sexy drama of the 1992 Japanese movie Tokyo Decadence.

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    When Holmes's iconic family arrived at the L.A. studio, four-year-old Suri got to work helping her mom dress up in looks from Stella McCartney, Phillip Lim and her own Holmes & Yang label.

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    Later in the day, designer Tom Ford, who was shooting in a studio nearby, dropped in to say hello; after he left, Holmes donned a bodycon backless dress from the designer’s new collection.

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    Holmes also revealed that she often gets fashion advice from daughter Suri: “She’ll really tell me [what she thinks]. Like today I’m wearing brown suede pants, and she said, ‘I don’t like your pants.’ But then she’ll say, ‘You’ve got to wear these shoes.’ Or, ‘That’s so pretty, Mom. Wear that.’ She’s got a great eye.”

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    And on not letting the attention from the paparazzi get to her, the actress had this to say: “I don’t worry so much. It is what it is, and it’s fine. I’ll go somewhere because I need to get something done.”

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    The fashionable actress recently stepped out in a cool-yet-casual ensemble of cropped jacket, high-waisted trousers and fringed booties.

    Fashion Spotlight: Holmes & Yang

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    Here, the stylish star dons a '70s-inspired outfit of high-waisted jeans and plaid button down shirt.

    Love This Outfit? Shop For It Here!

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    A more dressed-up Katie heads out to present at the 2010 Tony Awards in a glamorous Armani Privé dress.

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    The actress chose this striped Celine frock for a movie premiere last summer.

    See the Full Cover Story at ELLE.com

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    Katie perfectly balances her eye-catching leopard print coat with nude shoes and a little black dress.

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    The star in a chic chevron stripe dress from her Holmes & Yang label, with husband Tom Cruise.

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    Fresh faced with a gently tousled 'do, Katie is the epitome of easy, American style.

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