Kate Upton Performs as Britney Spears, Inspires Nostalgic Erections

by at .  Updated at .

Kate Upton appears on Spike TV's Lip Sync Battle this week, and from what we've seen, there are few words that can describe her performance:

Boob-tacular. Booberiffic. Boob-tastic.

You get the idea.

Kate Upton Sports Illustrated Cover

Yes, Sports Illustrated supermodel and overall stunner Kate Upton has giant boobs, and she's not afraid to put them to good use.

So when we first learned that Kate would be appearing on Lip Sync Battle, we imagined it would be a jiggly affair.

But we had no idea what was in store ...

Kate decided to take the opportunity to pay tribute to pop goddess Britney Spears, who can rightfully be called a living pop legend at age 35.

Obviously, Kate had a lot of options.

Thinking about how many Britney personas she had to choose from is a trip down memory lane and an affirmation of Spears' iconic status.

Kate Upton Baywatch GIF

She could've come out draped in a snake, dressed in a form-fitting flight attendant's uniform, or as the ring leader of a three-ring circus.

Or dragging a bloated Kevin Federline on her coattails. Hell, she could've shaved her head and come out swinging an umbrella!

The possibilities are endless.

Fortunately for us, Kate went old-school. Literally. She squeezed into a school uniform that every male in their mid-30s will recall fondly. 

Almost certainly fraught with dress code violations, Kate did this for us, bouncing around to the tune of Brit's first hit, "... Baby One More Time."

The effect is so stunning you may not even notice that another living legend, Ricky Martin, is in the background not wearing any pants.

Kate Upton in GIF Form

Seriously, though, what the hell happened to Ricky's pants?

At this rate, the next season of Lip Sync Battle will be on Cinemax at 3 am. And hopefully starring Ms. Upton ... every single episode.

Or Spears herself, since she was never averse to lip syncing during the height of her career. (How amusingly ironic that would be.) 

Check out partof Kate's performance in the clip below:

Show Comments
Kate Upton, Britney Spears
Lip Sync Battle, Celebrity Gossip
Related Videos:
Kate Upton Videos, Britney Spears Videos, Lip Sync Battle Videos, Celebrity Gossip Videos
Uploaded by:

Kate Upton Biography

Kate Upton Poster
Kate Upton is an model and actress known for her appearances in the Sports Illustrated Swimsuit Issue,first in 2011, when she was named... More »
St. Joseph, Michigan
Full Name
Kate Upton