Kate Upton Embarrasses Jimmy Fallon In Sexy "Late Night" Appearance: 'My Wife Is Going To Kill Me' Host Cries [VIDEO]

Kate Upton reduced late night host Jimmy Fallon to a babbling adolescent Monday, appearing on Fallon's show in a sizzling red dress that practically gave the host a nervous breakdown.

Fallon's flustered antics hit a fever pitch when he explained his ideas for the next Kate Upton Sports Illustrated cover being shot in outer space.

"Think about it---there's no gravity," Fallon said, before realizing the implications of what he was saying.

"That's incredible," Upton replied.

Fallon turned beet red and covered his face with a sheet of paper.

"No, no, no, I don't mean that. I meant I was thinking of you free falling," Fallon said, realizing he was only digging a bigger hole for himself. "My wife's going to kill me."

Fallon is surely not the first to be flabbergasted by Upton's beauty. The model created a sensation earlier this month, when this year's Sports Illustrated Swimsuit Issue hit stands.

It is the second year in a row Upton has graced the cover of the Sports Illustrated Swimsuit Issue.

Last week, Upton explained to Ellen DeGeneres that her favorite body part is perhaps not one of the ones you'd expect.

"I think it's...my eyes," Kate said. "Because when I'm shooting, I change expression all the time. It's like..."

The cover model began fidgeting in her chair while staring at Ellen.

"It's like Tourette's," Upton said.

But Kate wasn't done shocking the men of America.

"My one wish? I would have smaller boobs," Upton said. "Just kidding! Hahaha."

See Kate Upton on "Late Night With Jimmy Fallon" RIGHT HERE