Are you surprised she went so bold?

By Alex Apatoff
Updated November 02, 2015 02:00 PM

Allison Williams is known for her classic, prim and proper style (she got married in this timeless long-sleeve Oscar de la Renta ballgown!) which meant it was about time for her to shake things up. And she did just that in the latest issue of Harper by Harper’s Bazaar, which she not only guest-edited — she posed topless for the cover as well.

Allison Williams topless photos

Mark Abrahams

And she followed up on the photoshoot (which includes a full-on shot of her ridiculous abs) by sharing on Instagram that she wasn’t always so fearless about flaunting her bod. “I am particularly proud of this one,” she wrote. “For my whole life until 2 years ago, I was super self-conscious about my stomach. I dreaded bikini season. I kept it covered. Boyfriends weren’t allowed to touch it. No amount of crunches seemed to strengthen it. Then I met @ilariacavagna who introduced me to the magic and focus of Pilates. I have never felt stronger, healthier, more focused, or more feminine. Now, I love my stomach because it keeps me grounded to my core. And it’s still the same stomach! Here’s to proving yourself wrong.”

Though she definitely pushes the envelope stylewise in the photoshoot — teaming her Coach leather pants with, well, not much else, and showing off her absurdly toned abs in an Express crop top and Banana Republic jeans — Williams says her style icons are much more in line with her typical red carpet vibes. “When it comes to my style icons, I’ve always had a thing for the K’s: [Diane] Keaton. [Grace] Kelly. [Diane] Kruger. [Princess] Kate. Katharine [Hepburn],” she says. “They all represent sophisticated fashion that’s also full of life. After all, clothes are fun — it’s dress-up for adults.”

And she knows that her style might be a little predictable, but that’s a good thing. “I’d like to call my style easy, timeless, and rustic preppy (if that’s a thing), which most often translates as endless button-downs, a chic pair of boots, a good variety of sweaters, and my staple — jeans,” she says.

Allison Williams topless photos

Mark Abrahams

Williams also shares a little insider secret with readers: Spanx isn’t just for smoothing, it’s for sweating too. “This is my gift to you: Spanx makes the most incredible exercise spandex,” she says. “I wear them almost every day. They have a little control top, so they’re flattering. I’ll often stay in exercise clothes all day, which I know is a faux pas.”

Check out more at, then tell us: Have you tried Spanx workout wear? Do you agree with her style icons?

–Alex Apatoff