We don’t blame Jimmy Fallon getting a bit flustered during Kate Upton’s ‘Late Night’ appearance Monday; her body-hugging red dress was enough to make any man blush.

The buxom ‘Sports Illustrated’ swimsuit issue model chatted about hanging with penguins in Antarctica during her now-infamous photo shoot, the possibility of a three-peat swimsuit cover, and how Kate could possibly top this year’s issue – maybe with a photo shoot in space (or at least a convincing green screen).

“Think about this: there’s no gravity,” Fallon said to huge cheers, before collapsing into a fit of laughter. “My wife is going to kill me,” he added.

kate upton jimmy fallon

More of our favourite Kate Upton moments:

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  • Vogue US, June 2013

    (Courtesy photo)

  • Harper's Bazaar, April 2013

  • Vogue UK, January 2013

    (Courtesy photo)

  • Vogue Italia, November 2012

    (Courtesy photo)

  • Vogue, November 2012

    (Courtesy photo)

  • CR Fashion Book, Fall 2012

    (Courtesy photo)

  • Interview Russia, July 2012

    (Ellie Muliarchyk photo)

  • GQ, July 2012

    (Courtesy photo)

  • July 2012

    20 year-old Kate Upton denies rumors that she was drinking alcohol at a Detroit Tigers baseball game (TMZ Photo)

  • Vogue, July 2012

    (Courtesy photo)

  • June 2012

    "The Many Talents Of Kate Upton" presented by GQ and shot by Terry Richardson (Youtube)

  • May 2012

    Kate Upton at amfAR's Cinema Against AIDS (Getty photo)

  • May 2012

    "Schiaparelli And Prada: Impossible Conversations" Costume Institute Gala at the Metropolitan Museum of Art (Getty photo)

  • May 2012

    Cannes Film Festival (Getty photo)

  • April 2012

    Bloomberg & Vanity Fair Cocktail Reception following the 2012 White House Correspondants' Association Dinner (Getty photo)

  • May 2012

    Kate Upton dances the "Cat Daddy" for Terry Richardson (Youtube)

  • April 2011

    Kate Upton's famous Youtube video where she dances the "Dougie" at a Los Angeles Clippers game (Youtube)

  • Sports Illustrated, March 2012

    (Courtesy photo)

  • Esquire, March 2012

    (Courtesy photo)

  • Carl's Junior, February 2012

    (Youtube)

  • February 2012

    (Courtesy photo)

  • Beach Bunny 2012

    (Courtesy photo)

  • Remix, August 2011

    (Courtesy photo)

  • Guess S/S 2011

    (Courtesy photo)

  • Guess S/S 2011

    (Courtesy photo)

  • Guess S/S 2011

    (Courtesy photo)

  • Guess S/S 2011

    (Courtesy photo)

  • Victoria Secret Spring 2011

    (Courtesy photo)

  • Esquire Mexico, March 2012

  • Accessorize S/S 2013

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  • May 2012

  • September 2012

  • September 2012

  • October 2012

  • October 2012

  • February 2013

  • February 2013

  • February 2013

  • February 2013

  • February 2013

  • March 2013

  • March 2013

  • May 2013

  • May 2013


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