Clad in a tiny gold bikini, the model swung upside down and all around as she was photographed in a Zero Gravity Plane at the Space Coast Regional Airport at Cape Canaveral in Florida.
She's out of this world! Kate Upton poses in her tiny gold bikini as she spins around an aircraft in zero gravity conditions on a photoshoot for Sports Illustrated
Her blonde curls swung around her face as the 21-year-old model floated in space - in conditions perfected to allow astronauts to train for their missions.
Kate attempting to keep her curves inside her tiny swimsuit as she twisted and turned, while assistants threw accessories her way. Water droplets floated around her face as she smiled for the camera.
With a hair stylist to keep her locks under control, make-up artist, photographers, videographers and editors all onboard, there was a crowd watching as grinning Kate proved ever the professional.
Defying gravity: Water is spurted into the air on the shoot to demonstrate the remarkable conditions at Cape Canaveral in Florida
The shoot took place on a specially modified Boeing-727, known as G-FORCE ONE, which performed a series of 17 parabolas – 13 zero gravity and four replicating lunar gravity – as Upton bounced and soared through the plane for the cameras.
The weightless experience was not simulated. ZERO-G is the first and only FAA- approved provider of commercial weightless airline flights for the public.
Quite an achievement: With a hair stylist to keep her locks under control, make-up artist, photographers, videographers and editors all onboard, there was a crowd watching as grinning Kate proved ever professional
'The ZERO-G experience was really exhilarating for everyone involved,' MJ Day, senior editor of the Sports Illustrated swimsuit issue, said. 'We have been almost everywhere in the past 50 years with SI Swimsuit, but we have never done anything like this. 'It was certainly the most out-of-the-box shoot. 'Once again, Kate surprised us all with how she handled modeling in weightlessness.'
Cheeky girl: Kate shoots a smile at the camera as her perfect curves are put on display
Keeping them under control: The beauties curves threatened to spill out of her swimsuit
While fan favourite Kate has covered the previous two editions of the magazine, the editors obviously realised they needed a new direction this issue.
But while Chrissy Teigen, Nina Agdal and Lily Aldridge featured on the magazine's cover, Kate still made an appearance - on the back. Posing in a tiny pink bikini, she showed just why she has become so popular.
Back in fashion: This year Kate has scored the rear of the magazine, following her covergirl spots the last two years