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02/04/2013 03:59 am ET

Kate Upton Mercedes Commercial: Super Bowl Ad Features Model, Willem Dafoe (VIDEO)

Kate Upton? Check. Willem Dafoe? Present. Usher? Dancing.

Outlandish, but sparkling with celebrities, this star-studded Mercedes-Benz Super Bowl commercial features the beautiful Upton, the R&B dancing extraordinaire Usher and a smooth-talking devil by Dafoe.

CLICK HERE to see the rest of the 2013 Super Bowl commercials as well as all of the best, worst and most unforgettable from the past.

As the San Francisco 49ers and Baltimore Ravens battled for the right to lift the Lombardi Trophy, Super Bowl advertisers competed for another prize: your attention. Each time that CBS cut away from Super Bowl XLVII to pay the bills (or because the lights went out), another group of blockbuster commercials and movie trailers were unveiled (although many had been teased). At your Super Bowl party, were people paying closer attention during the game or the commercial breaks?

While memorable Super Bowl commercials like Apple's '1984' and Snickers' spot that featured Betty White will be remembered so many more are soon forgotten or, even worse, ridiculed as super fails. Will this ad make this year's best list? Is it controversial? Or, even worse, destined to be forgotten?

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