Cannes Film Festival continues, but most of the celebs headed over to the red carpet for amfAR’s Cinema Against AIDS Gala.

Rose McGowan: In theory, Rose McGowan’s Atelier Versace gown is gorgeous. And by that I mean, it’s gorgeous when a runway model wears it. On McGowan, the rose-colored chiffon gown was pageant queen, at best.

Nina Dobrev: Hello Nina Dobrev, how random seeing you here in the South of France? Isn’t there a teen awards show that needs you to get slimed at or something? Either way, she looked fun and flirty in this vibrant electric-blue Elie Saab sequin gown.

Kate Upton: Kate Upton is so much drama in this dramatic black-and-blue basket-weave Louis Vuitton gown. The skirt featured three tiers of pouf. She’s really holding her own on the carpet.

Karolina Kurkova: I love it when supermodels walk the red carpet, because suddenly it turns into a catwalk. Karolina wore a gorgeous gold-embellished Roberto Cavalli gown that was almost entirely nude if not for the sequins.

Diane Kruger: The festival juror opted for a short dress from Chanel’s resort collection. On the runway, the dress looked very old-fashioned, but I love this ivory embroidered dress on Diane.

Kirsten Dunst: Kirsten Stewart looked amazing last night at the premiere of “On the Road” but apparently all that went out the window with this what-the-hell-is-happening dress by Louis Vuitton? The silk gown featured paneling on the skirt and was a terrible mismatch of blue and aqua.

Milla Jovovich: The actress wore Atelier Versace for the second time this week. She went for a daring look with this shimmering gray gown with architectural corset and metallic peplum on one side. The dress was stunning, but looked painful to wear.