07/01/2011 11:53 am ET | Updated Aug 31, 2011

Joan Smalls & Isabeli Fontana Pose As Michael Jackson, Tupac & More (PHOTOS)

For its first-ever Music Issue, W brought together photographer Terry Richardson, top models Joan Smalls and Isabeli Fontana and the spirits of a few legendary rock stars with iconic style.

Thanks to insanely good makeup and on-point styling, the gals adeptly channeled Sid Vicious's scowling mug, Michael Jackson's charm, Prince's smooth operating and Axl Rose's rocker attitude. Our personal favorite is Joan Smalls wearing a chunky crucifix and bandana as Tupac Shakur -- we can totally picture her breaking out some sick rap lyrics.

Check out the very cool images below and head over to to see the rest of the shoot.

Terry Richardson Shoots Models As Rockers