The German model's sexy magazine photos made the late-night host a little giddy.
Heidi Klum is still making the men swoon at 45-years-old.
The "America's Got Talent" star stopped by "The Tonight Show With Jimmy Fallon" Friday night to promote the competition show. Fallon brought out the Ocean Drive magazine, in which Klum posed in bikini bottoms and nothing else.
"We're going to find your top," Fallon said, while pointing at the magazine.
"I never like to wear a top because I don't really do that in real life. I thought why should I wear one on the cover?" Klum said. "Well I usually try and find a place where there's no one around, in my backyard or in some hidden beaches.
"They need some vitamin D, too!" she added.
It was at this point that Fallon began to get very flustered. The late-night host loosened his tie, started blushing, and tried his best to keep the conversation going.
"How is everything? How are you?" Fallon said while giggling.
Fallon then brought up the World Cup, in which her native Germany didn't make it far in the competition. The team was eliminated after the group stage, despite winning it all in 2014 and being one of the most successful teams in the tournament's history.
The model was disappointed with the team, but agreed that maybe this year was someone else's turn.
"How can you like win, like win the whole thing, and then next time around, I think we're like the last one on the list this time around, how's that possible?" Klum asked.
"I feel bad for all of them," she added. "But at the end of the day, may the best one win."
In honor of the FIFA World Cup, Fallon challenged Klum to a game of "Blindfolded Foosball" and it went exactly as you would expect -- a delightful disaster.
"It's like Fifty Shades of Foosball," Klum joked.
Watch the full game below.