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Kate Upton and Jimmy Fallon Have an Epic Dance Battle: Watch

This girl’s got moves. Supermodel Kate Upton was more than up to the challenge when Jimmy Fallon invited her to compete in a hilarious dance battle on The Tonight Show Thursday, April 6. Watch what went down in the video above!

Related: Jimmy Fallon's Most Hilarious Talk Show Games

The pair took turns interpreting suggestions from the show’s Dance Move Generator that ranged from Dad Holding a Cranky Baby to Hour 23 of the 24-Hour Dance to The Awkward Handshake.

Upton, 24, was up first, making up a dance to Shoulders With a Mind of Their Own.

The Sports Illustrated Swimsuit model — who previously starred alongside Cameron Diaz and Leslie Mann in 2014’s The Other Woman — showed her talent for physical comedy with her perfectly pantomimed moving and shaking.

Related: Kate Upton's Sexy Body!

“I’d better bring my A-game there. I don’t know if I can top that one,” said Fallon, 42, who got a workout with the next dance: The Elliptical.

“This is my move!” he exclaimed. “I’ve patented this dance.”

After the Roots picked up the beat, Fallon appeared winded and joked, “Grandpa’s gonna need a nap.”

Next, Upton got Walking Into a Spiderweb. “I’ve done this before,” she said with a laugh.

Her moves included pulling the web out of her mouth, brushing it off her legs and ending with a fatal smack to the invisible arachnid.

“I don’t know how you made that cool,” the Saturday Night Live alum said.

The last dance featured Fallon joining his show’s mascot, Hashtag the Panda, in the Hashtag dance. The pair were soon joined by Upton, and the segment with all three falling on the floor.

Watch Upton’s the full video of Upton’s winning moves below.

Related: Celebrities at Theme Parks

Earlier on Thursday Fallon played second fiddle to two other gorgeous blondes — his daughters, Winnie, 3, and Frances, 2. The adorable pair and their mom, Nancy Juvonen, joined the talk show host for the opening of his Race Through New York Starring Jimmy Fallon ride at Universal Studios Orlando.

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