A blushing Fallon suggests Kate Upton pose in zero gravity

Feb 27, 2013 at 3:40 p.m. ET

Kate Upton stopped by Late Night with Jimmy Fallon and flustered the host as the two discussed Upton's next Sports Illustrated swimsuit photo shoot.

Kate Upton holds up her 2013 SI Antarctic cover

Kate Upton is clearly gorgeous and riding the promotional wave of talk shows and appearances as the 2013 Sports Illustrated swimsuit edition cover girl.

On Monday night Upton sat down with cutie Jimmy Fallon on Late Night with Jimmy Fallon to discuss her sexy Antarctic cover shot, and things got giggly very quickly.

Upton wore a low-cut, form-fitting red dress paired with black stilettos on Monday's show. As soon as Kate sat down Fallon pulled out the Sports Illustrated swimsuit edition with Upton on the cover and congratulated the young bikini model.

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Upton smiled and told Fallon winning the coveted cover spot is much better the second time around, mostly because the experience is far less overwhelming. Fallon commented that Upton is "on a short list of legends" since only five models have graced the Sports Illustrated cover more than once.  (Elle Macpherson landed the Sports Illustrated cover five times, three of which were back-to-back, explained Upton).

Then things got a little awkward as Jimmy Fallon flipped through Sports Illustrated as he tried to find a family-friendly photo of Kate Upton to display. "Oh my goodness" mutters Fallon as he turned the pages. Laughing, he finally landed on a picture of Kate Upton in a white one-piece swimsuit in the Arctic snow. As the two discussed where to shoot next year's spread, Fallon came up with the idea of a bikini photos shoot in space.

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"Think about this, there's no gravity," exclaimed Jimmy Fallon to Upton, who smiled but made a confused face. The audience cheered as Fallon turned bright red and became tongue-tied. "I meant, I was thinking about you free-falling…" as Fallon trailed off laughing, bright red, and crumpled up a piece of paper to hide his face. "It's getting warm," laughed Upton.

"My wife is going to kill me," said Fallon to the audience.

Catch the full interview with Kate Upton from Late Night with Jimmy Fallon below.

Photo courtesy of Judy Eddy/WENN.com