SI's 50th anniversary swimsuit cover features Nina Agdal, Lily Aldridge and Chrissy Teigen posing topless in tiny bikini bottoms, but Upton graces the back cover of the magazine solo posing on the beach in the Cook Islands wearing a revealing pink bikini.
In addition to the back cover, Upton is featured inside the glossy in a space-themed spread. For the shoot, Upton posed inside a zero-gravity chamber in a gold bikini from Target's Limited Edition Collection.
After being named Rookie of The Year in SI's 2011 issue, Upton graced the magazine's Swimsuit edition cover in 2012 and 2013. The model made her acting debut alongside Cameron Diaz and Leslie Mann in Nick Cassavetes' film, The Other Woman in theaters on April 25.
You can check out a video from the photo shoot below.