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The Sports Illustrated magazine swimsuit cover model takes on Fallon in both technique and gaudy, '80s-inspired exercise fashions.

Like an amateur workout video from hell, Kate Upton joined Jimmy Fallon to take on the best (which means worst) of 1980s exercise video moves. And because it's "The Tonight Show," they did it as a challenge.

That's not to say that either of them could actually take any of this seriously, though a lot of that probably had to do with what they were wearing for this. It was as if every '80s Jazzercise stereotype vomited off of the VHS tapes right onto their bodies. It was gloriously garish and almost painful to look at.

Fallon was sporting a purple spandex bodysuit underneath a pair of red-and-white short shorts and a white t-shirt with the kinds of patterns fans of "Punky Brewster" and "You Can't Do That on Television" know all too well.

As expected, because it was women's exercise fashion that really dominated the decade, Upton upped Fallon with an ensemble even more obnoxious. She paired thong yellow bikini bottoms with pink patterned leggings with a cut-off t-shirt over a yellow sports bra. And, of course, she accessorized with yellow legwarmers, wristbands and even a scrunchie holding up her high pony.

As for the moves, well they proved way more challenging than Fallon and Upton were prepared for. "You look like you're confused," Fallon told Upton one time as she took a moment to catch up.

At another time, Upton joked that Fallon's bizarre move was "like the '80s version of the dab."

When it came time to show off some high kicks, Fallon immediately knew he was outmatched, even if the spandex did allow him a full range of motion. Thankfully, Upton came in to show him how it was done.

But they absolutely saved the best for last with a "Flashdance"-inspired finale that left them soaking wet. Upton knew how to make this sexy. As for Fallon, well you really have to see it for yourself because we're struggling to find the right adjective.

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