Kate Upton looks out of this world in an incredible new swimwear photoshoot for Sports Illustrated in which the US model posed in zero gravity.
The 21-year-old stripped to a gold two-piece for the series of shots for the 50th anniversary of the American magazine.
Kate was taken up in the ZERO-G plane where she experienced weightlessness similar to what astronauts experience in space.
Like we said - out of this world!
Watch the video above to see Kate in all her weightlessness glory...