In the seductive video, a sexy Upton, 24, gets into full 90's schoolgirl gear for the part, donning a sexy miniskirt, tied-up collared shirt, black bra, and pigtail braids to mime the lyrics of Spears' classic 1998 hit, "...Baby One More Time."
The supermodel shows off her moves by crawling on the ground, doing body rolls and snapping her fingers all while giving us a look at her infamous curves.
Upton wows the entire audience and leaves show hosts LL Cool J and Chrissy Teigen watching with their mouths wide open while Ricky Martin, her opponent, smiles before getting prepared to take her on. Based on their reactions, it's safe to assume that the Sports Illustrated Swimsuit cover girl did Britney well with her rendition.
While Martin's repertoire hasn't been revealed yet, it's clear that the singer will have a lot to live up to given Upton's performance.
Get prepared to see more of Upton's dancing skills on Thursday, April 20, at 10 p.m . E.T.
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