An unexpected wave took Kate Upton down during her Sports Illustrated Swimsuit Edition shoot.

“The next coming wave didn’t look that large from my point of view but it must have hit the rock just right,” the model, 25, said in a video on Sports Illustrated Swimsuit’s Instagram account posted Tuesday. “The skirt with all the tulle, whenever it’s wet is very heavy and dragged me down.”

Upton, who was posing on top of a rock in Aruba for the sexy shoot in October, was wearing just a long, tiered, tulle skirt with her hands covering her breasts.

“Everybody was very scared,” the model added, even though photos showed that Upton recovered quickly.

The 2018 SI Swimsuit Edition, which also stars Aly Raisman and Ashley Graham, hits stands on Wednesday.