Supermodel Kate Upton defied gravity as she floated in a Zero Gravity Plane for a unique photoshoot for Sports Illustrated's 50th edition.
Donning a tiny gold bikini, she managed to maintain eye contact with the camera and strike a pose as she spiralled around the plane.
The model worked under zero gravity conditions in the Space Coast Regional Airport at Cape Canaveral in Florida.
Despite the extraordinary background, she still managed to look like a beach babe with her sun-kissed skin and honey-hued bouncing locks.
The 21-year-old model posed in swirling conditions perfected to allow astronauts to train for their missions.
She kept her enviable curves inside her swimsuit as she twisted and turned, while assistants helped her to not lose control.
Water droplets dotted around the camera lens and splashed the model as she smiled for the camera.
A team of make-up and hair stylists along with photographers, videographers and editors were all on board.
The shoot took place on a specially modified Boeing-727, known as G-FORCE ONE.
It performed a series of 17 parabolas – 13 zero gravity and four replicating lunar gravity – as Kate soared through the plane like a professional.
The out-of-the-box shoot was a first for Sports Illustrated as they have never played with gravity before.
ZERO-G is the first and only FAA- approved provider of commercial weightless airline flights for the public.
It seems the biggest challenges are reserved for Kate as last year she endured arctic conditions in Antarctica for the cover of the magazine.
Kate has covered the previous two editions of the magazine but this year a trio of models took centre stage.
The coveted anniversary cover went to models Lily Aldridge, Chrissy Teigen and Nina Agdal in an exotic beach shoot in the tropical Cook Islands.
The 2014 Sports Illustrated Swimsuit Issue's anniversary edition went live online and across mobile platforms yesterday.