02/26/2013 10:19 EST

Kate Upton Flaunts Her Curves In A Red-Hot Dress On 'Late Night With Jimmy Fallon' (PHOTO, VIDEO)

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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