Leave it to Kate Upton to steal the Sports Illustrated show.
Though the 21-year-old blonde beauty didn't land this year's cover -- that honor going to models Nina Agdal, Lily Aldridge and Chrissy Teigen -- she still ended up making headlines thanks to this incredible photoshoot set in a zero gravity chamber!
The idea actually originated from newly crowned Tonight Show host Jimmy Fallon, who joked that she should model in space while interviewing her last year.
… Good thing Sports Illustrated found a way to make it happen!
Check out the amazing footage above.