Kate Upton performs Spears' hit One More Time
Britney Spears dancing in a schoolgirl outfit for her first hit is one of the most memorable moments in music history.
And Kate Upton is seen recreating the iconic (Hit Me Baby) One More Time music video for Lip Sync Battle this Thursday.
The 24-year-old flaunts a LOT more cleavage than the original video, as she shows off her sexiest moves - seen in a sneak peak of the show on Monday.
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A very busty Britney! Kate Upton reveals her cleavage in a plunging top as she performs Spears' hit One More Time
The original: Britney Spears dancing in a schoolgirl outfit for her first hit is one of the most memorable moments in music history
She had a black bra underneath a white shirt which is undone, and tied across her chest - revealing her decolletage and toned midriff.
The Sports Illustrated model lifts her skimpy mini skirt to reveal even more flesh.
She completes her fashion with black over the knee socks and black heels.
Spot the difference: The Sports Illustrated model lifts her skimpy mini skirt to reveal more flesh
Kate's blonde locks are pulled into side bunches, with white scrunchies decorating them.
Surrounded by a troupe of similarly clad dancers, the star bumps and grinds along the ground whilst miming to the track - which was the best-selling song of 1999.
Even host Chrissy Teigen looks shocked at the provocative performance.
On top form: Kate's blonde locks are pulled into side bunches, with white scrunchies decorating them
Sexy performance: Surrounded by a troupe of similarly clad dancers, the star bumps and grinds along the ground whilst miming to the track - which was the best-selling song of 1999
Going for it! Kate appears to be putting up a fierce battle for the show
Open mouthed: Even host Chrissy Teigen looks shocked at the provocative performance
Kate appears to be putting up a fierce battle, despite her relative lack of dance experience compared to her opponent.
She's pitched head to head against Ricky Martin.
Meanwhile, Kate recently revealed that her baseball player fiancé Justin Verlander has a set of no-nonsense pre and post-game sex rules.
Corridor dancing: Britney Spears dancing in a schoolgirl outfit for her first hit is one of the most memorable moments in music history
Speared it! The singer burst onto the music scene in the late 1990s with this iconic video
In February, the beauty spilled the beans to Andy Cohen on Watch What Happens Live, disclosing that the Detroit Tigers pitcher puts their sex life in lock down around game time.
After a fan rang in and rather awkwardly asked about whether her fiancé needs to abstain to get his head in the game, the model did not hold back.
Kate said: 'There's no sex before a game - absolutely none! Also what I've just found out is, if he plays too well, there's no sex after, either.'
Lip Sync Battle airs Thursday at 10 p.m. on Spike.
Competition: Kate was up against singer Ricky Martin on the show
In the hips! Ricky looked like he had his signature moves out for his turn