She looks fierce!
23:25, 17 Apr 2017Updated 08:13, 18 Apr 2017
Kate Upton absolutely rocked the sexy schoolgirl look when she put on an amazing Britney Spears performance.
The model channelled the princess of pop as she recreated her famous Baby One More Time music video in a bid to be crowned winner on Lip Sync Battle.
The former Sports Illustrated Swimsuit cover girl gave a super sexy rendition of the 90s hit as she went head-to-head with Livin' La Vida Loca singer Ricky Martin.
Looking the part in a black mini skirt and white shirt tied up in a bow, Kate works the dance floor in an upcoming appearance that's sure to leave viewers hot under the collar.
READ MORE: Kate Upton reveals SEX BAN with fiancé Justin Verlander before and after baseball games
She's got the look down perfectly(Image: Spike)
The music video propelled Britney to huge fame(Image: Jive Records)
She faces off against Ricky Martin(Image: Spike)
Kate completed her Britney look with thigh-high socks and pigtails - complete with fluffy pink scrunchies.
In a preview clip, the crowd can be heard cheering as the 24-year-old babe crawls and writhes on the floor doing her best Britney impression.
Kate's super hot performance comes after she revealed the sex ban inflicted on her by her fiancé Justin Verlander.
The blonde beauty has been dating her sportsman beau for six years and, although they have a red hot love life, she's banned from getting frisky between the sheets with the Detroit Tigers player the night before a big match because he needs all the energy he can muster for pitching.
She rocks that schoolgirl look(Image: Spike)
Chrissy Teigen can barely believe what she's seeing(Image: Spike)
Wow!(Image: Spike)
However, she's also been told she can't ask for any bedroom action after he's played either.
Speaking on Watch What Happens Live with Andy Cohen on Wednesday night, she spilled: "There's no sex before a game - absolutely none.
"What I've just found out is, if he plays too well, there's no sex after, either. He's exhausted. It's kind of a buzzkill for me."
The couple got engaged last year after Justin, 34, popped the question with a ring he designed himself just before he started the Major League Baseball season began but they didn't announce the news until the Met Gala in New York.
* The show airs in the US on Thursday