Kate Upton shot her latest magazine cover in ''zero gravity space''.

The busty model reportedly stripped down to a silver bikini inside a special chamber - designed to simulate the weightlessness atmosphere in outer space - in celebration of Sports Illustrated magazine's 50th anniversary issue.

Insiders told the Page Six column of the New York Post newspaper that Kate displayed ample cleavage and big hair which made her ''look like something out of 'Barbarella' ''- the busty heroine featured in Jean-Claude Forest's science-fiction comic book series and cult 1968 film.

US chat show host, Jimmy Fallon suggested the 21-year-old beauty - who graced Sports Illustrated magazine's 2012 and 2013 cover - should use space as the location in her photo shoots.

He quipped: ''Think about this; there's no gravity.''

Sports Illustrated magazine is also said to have commissioned shoots with several former cover stars to celebrate its 50th anniversary, including Christie Brinkley, who appeared on three covers, from 1979 to 1981, Tyra Banks, Carol Alt and Bar Refaeli.

It's unclear who will get the coveted spot on the cover when the celebratory issue is released on February 11, but editors are reportedly lining up a host of potentials before making a final decision.