Over 40 and still killing it!

Last night, some of Sports Illustrated's most famous cover models hit the red carpet to celebrate the Swimsuit Issue's 50th Anniversary -- and man did they look incredible.

Kathy Ireland, Tyra Banks, Christie Brinkley, Heidi Klum, Cheryl Tiegs, Rachel Hunter, Rebecca Romijn, Petra Nemcova, Marisa Miller, Kate Upton and the FIRST cover model, Babette March, all turned it out on the arrivals line.

It was a pretty incredible event, with both classic and current models mingling at the Dolby Theater in Hollywood.

Next month, NBC will air its "Sports Illustrated Swimsuit: 50 Years of Beautiful" special, which will be hosted by Heidi Klum and include performances from Enrique Iglesias, Lady Antebellum, the Fray, John Legend and Tim McGraw.

Do you think any of them will don swimsuits again for this year's cover? The 50th Anniversary is a pretty big deal.

See how all the women have aged gracefully through the years in the gallery above. We're shocked at how good they all look!

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