Kate Upton looks flawless – even in zero gravity.

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Fans of Sports Illustrated Swimsuit Issue need not worry, Kate Upton may not have made the cover, but she got a full spread inside the magazine! In fact the 50th Anniversary Issue went all out!

Wearing tiny gold bikinis, the model swung upside down and all over the place in a Zero Gravity Plane at the Space Coast Regional Airport at Cape Canaveral in Florida.

The 21-year-old looks impeccable – even in zero gravity. The photo shoot took place on a specially modified Boeing-727, known as G-FORCE ONE, which performs a series of 17 parabolas – 13 zero gravity and four replicating lunar gravity, with Kate grinning the whole time.

“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.”

This picture below cracks me up.

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