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Jimmy Fallon, Kate Upton

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Kate Upton and Jimmy Fallon needed a little more than just their dancing shoes for this battle—they needed a sprinkle of imagination. 

While celebrating the opening of his new ride at Universal Studios Orlando, the late-night star hosted his show from Florida, where he welcomed Sports Illustrated Swimsuit cover girl Kate Upton to a friendly dance battle. However, they were given eccentric prompts to inspire their moves from a dance move generator. 

First up, the model was tasked with "Shoulders With a Mind of Their Own." The 24-year-old took the challenge in stride, playing right along as she shook, shimmied and brushed her shoulders off to the beat. 

Fallon followed with "The Elliptical." "This is my move!" he said. "I'm psyched to do this one." His enthusiasm was clear as he moved his arms and legs like scissor opening and closing. 

"Grandpa's going to need a nap," he quipped after. 

Things got a touch creepy-crawly when Upton had to pretend she had accidentally walked through a spider web and totally nailed it. 

"I don't know how you made that cool," Fallon told her. 

For the final round, Fallon was given "The Hashtag Dance." However, as the audience suspected, he had to bring out Hashtag the Panda for this routine. 

Check out the lively grand finale in the video above!