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Credit: Andrew Lipovsky/NBC

Kate Upton going all out while hilariously attempting to convey "Walking Into a Spiderweb" during a Tonight Show dance-off is pure comedic gold.

On Thursday night, the Sports Illustrated Swimsuit beauty got down with host Jimmy Fallon during the show's popular Dance Battle segment, and she was quick to prove that she's got some serious moves on and off the catwalk!

"I'd better bring my A-game here. I don't know if I can top that one," the late night funnyman joked as the 24-year-old started things off by putting her own spin on the Dance Move Generator's choice of "Shoulders with a Mind of Their Own," complete with a complete shoulder shakedown.

And while the emcee bragged that he'd "patented" his first dance, the "Elliptical," the model wasn't backing down as she showed off her comedy chops with a truly spectacular rendition of "Walking Into a Spiderweb,"

Admitting, "I've done this before," the star pulled off the stunt with hilarious, totally extra dance moves. Her shimmy-session included taking the web out of her moth, getting it off her legs, and smacking the spider at the end, and just like the rest of us, Fallon was in complete awe.

Watch the dynamic duo team together as the talk show host wraps things up with a "Hashtag" dance featuring the show's mascot Hashtag the Panda in the clip above.