The pair took turns interpreting suggestions from the show's Dance Move Generator that ranged from Dad Holding a Cranky Baby to Hour 23 of the 24-Hour Dance to The Awkward Handshake.
Upton, 24, was up first, making up a dance to Shoulders With a Mind of Their Own.
The Sports Illustrated model — who previously starred alongside Cameron Diaz and Leslie Mann in 2014's The Other Woman — showed her talent for physical comedy with her perfectly pantomimed moving and shaking.
"I'd better bring my A-game there. I don't know if I can top that one," said Fallon, 42, who got a workout with the next dance: The Elliptical.
"This is my move!" he exclaimed. "I've patented this dance."
After the Roots picked up the beat Fallon appeared winded and joked, "Grandpa's gonna need a nap."
Next, Upton got Walking Into a Spiderweb. "I've done this before," she said with a laugh.
Her moves included pulling the web out of her mouth, brushing it off her legs and ending with a fatal smack to the invisible arachnid.
"I don't know how you made that cool," the Saturday Night Live alum said.
Upton, 24, was up first, making up a dance to Shoulders With a Mind of Their Own.
The Sports Illustrated model — who previously starred alongside Cameron Diaz and Leslie Mann in 2014's The Other Woman — showed her talent for physical comedy with her perfectly pantomimed moving and shaking.
"I'd better bring my A-game there. I don't know if I can top that one," said Fallon, 42, who got a workout with the next dance: The Elliptical.
"This is my move!" he exclaimed. "I've patented this dance."
After the Roots picked up the beat Fallon appeared winded and joked, "Grandpa's gonna need a nap."
Next, Upton got Walking Into a Spiderweb. "I've done this before," she said with a laugh.
Her moves included pulling the web out of her mouth, brushing it off her legs and ending with a fatal smack to the invisible arachnid.
"I don't know how you made that cool," the Saturday Night Live alum said.
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