Kate Upton posed for Sports Illustrated's 50th Swimsuit Issue in mid-air. The shoot was with Zero Gravity Corp. Zero-G and features many pictures of the 21-year-old floating like an astronaut in mid-air. MJ Day, editor of Sport's Illustrated Swimsuit issue, says in a news release, "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."

Watch this behind-the-scenes video and let us know what you think!