Katie Holmes' Cover Shoot Style

For the actress with a keen designer's eye, fashion is a family affair.
For more, read our exclusive interview with the star and see her red carpet transformation.

Love and Kate

Getting everyone out of the house every morning is tricky for any working mom. For Katie Holmes, it requires a security detail. Tracked by paparazzi all the way to the L.A. set of our shoot, Holmes arrived with a sleeping daughter on her hip and teenage stepson in tow. Seizing the opportunity to turn the day into a family affair, Holmes took styling tips from Suri while music-buff Connor Cruise played DJ.

Holmes in a Michael Kors dress.

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Love and Kate

Belted Dress, $875, Karolina Zmarlak at Oak Hall; (901) 761-3580.

Richard Majchrzak/Studio D

Love and Kate

Slipping into brightly hued gowns and scuba-chic separates, Holmes brought a designer's eye to each piece, paying special attention to fabric and tailoring. Still, the svelte brunette's sharpest focus was reserved for the kids. As Cruise finished his set and packed up to leave, Holmes mouthed to him, "Say thank you!" Not that the well-mannered 16-year-old needed prompting, but hey, that's just what moms — even step-ones — do.

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Love and Kate

Clutch, $295, Rebecca Minkoff at Henri Bendel; (212) 247-1100.

Richard Majchrzak/Studio D

Love and Kate

Dress, $198, BCBG Max Azria; bcbg.com.

Richard Majchrzak/Studio D

Love and Kate

Dress, $3,600, Vionnet; bandeau, $145, Zero + Maria Cornejo; shoes, $995, Christian Louboutin; bangle, $215, Alexis Bittar.

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Love and Kate

Bikini, $241, Michael Kors; (866) 709-KORS for stores.

Richard Majchrzak/Studio D

Love and Kate

Bangles, $170 to $250, Alexis Bittar; alexisbittar.com.

Courtesy of Designer

Love and Kate

Dress, $2,676, No. 21. On face: Laura Mercier Face Illuminator.

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Love and Kate

Swimsuit, $80, Ralph Lauren Blue Label; ralphlauren.com. Skirt, $88, Kensie; dillards.com for stores.

Richard Majchrzak/Studio D

Love and Kate

On hair: John Frieda Frizz-Ease Secret Weapon.

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Love and Kate

Bangles, $170 to $250, Alexis Bittar; alexisbittar.com.

Courtesy of Designer

Love and Kate

Shoes, $89, Nine West; ninewest.com.

Courtesy of Designer

Love and Kate

Connor Cruise (right) and friend deejay on set.

Connor's Playlist

1."Rolling in the Deep (Bennie Royal Remix)" by Adele 2."Throb" by Janet Jackson 3."Don't Stop Till You Get Enough (Remix)" by Michael Jackson 4."What's My Name?" by Rihanna, featuring Drake 5."One in a Million" by Ne-Yo 6. "Fantasy" by Breakbot 7."Moment 4 Life" by Nicki Minaj, featuring Drake 8."Yeah 3X" by Chris Brown 9."Loca" by Shakira, featuring El Cata 10."I Like What You're Doing" by Cassian

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