Oops… Kate Upton did it again!

The 24-year-old swimsuit model is re-creating the iconic Britney Spears music video on this week's episode of Lip Sync Battle. Kate will compete against "Livin' la Vida Loca" singer Ricky Martin on the reality competition show — and it looks like he'll have some stiff competition!

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We're so impressed! Kate even copied the Catholic schoolgirl outfit Britney wore in the video for the 1998 single. The over-the-knee socks and braided pigtails made us do a double-take. Host LL Cool J and color commentator Chrissy Teigen were clearly blown away by the performance as well.

britney spears gif

Britney in "…Baby One More Time" music video.

If Kate wins the competition, that will mean more good news for the star. In February, Kate landed her third Swimsuit Illustrated Swimsuit edition cover. After her third cover was released she shared on Instagram how grateful she was for the honor.

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"Thank you @siswimsuit and @mjday for inviting me to be part of an issue that features and celebrates beauty and confidence in every shape and size #siswim17 #grateful."

The Michigan native admitted in 2012 that being featured on a Sports Illustrated cover was her goal.

"If I got the cover, I would be really excited. It would be really amazing," she explained. "It’s always what I’ve talked about. I grew up in an American family, so it always was on the coffee table and to be that girl on the magazine on the coffee table would just be really groundbreaking for me."

We're rooting for you, Kate! You won't want to miss the showdown — Lip Sync Battle airs Thursday at 10 p.m. ET on Spike.