Watch Kate Upton and Jimmy Fallon face off in an epic dance battle

You won't soon forget this unique dance battle between SI Swimsuit model Kate Upton and Tonight Show host Jimmy Fallon.

Kelsey Hendrix | Apr 6, 2017

Kate Upton's got more than good looks, y'all...she's also got some pretty stellar dance moves!

While in Orlando to celebrate the opening of his new ride at Universal Studios Orlando, Tonight Show host Jimmy Fallon welcomed our 2017 SI Swimsuit cover model onto his show and in turn challeneged her to a friendly (read: competitive) dance battle.

In the contest, Kate and Jimmy were each given unique prompts by a dance-move generator and were tasked with creating new signature moves on the spot.

In the hilarious segment, the two A-listers totally nailed their moves, somehow making "Walking Into a Spider Web" and "The Elliptical" look like dances we might actually want to pull out this weekend.

Leave it to Hashtag the Panda to steal the show though... I mean, how's a girl supposed to compete with a life-size plush panda? Kate, we applaud you AND your amazing moves!

BONUS: See some of Kate's best moments from SI Swimsuit!

Kate Upton :: Derek Kettela/SI