On Thursday night, Kate Upton challenged Ricky Martin on Lip Sync Battle.
For her first performance, Kate performed 2 Chainz’ “I’m Different.”
For her second performance, Kate threw it back with Britney Spears’ timeless 1998 classic “Baby One More Time.”
She started in a graduation gown, before ripping it off and crawling towards the camera.
The 24-year-old couldn’t have looked any better in her miniskirt, tied-up shirt, black bra, and pigtails.
Our favorite host and Kate’s fellow Sports Illustrated Swimsuit model Chrissy Teigen was getting into it as well.
At one point, Chrissy noted, “I feel like we’re playing strip lip sync.”
Her opponent, ’90s heartthrob Ricky Martin, could barely stand the heat.
Martin performed “Footloose,” which you can also see in the video below.
Kate’s performance literally made Chrissy’s jaw drop.
And we can’t deny that it got steamy.
Britney would approve.
Check out the full performance below: