Sexy cover model Kate Upton graces The Late Night Show with Jimmy Fallon on Friday. The talk show host challenged her in first ever game of flip cup, and she was really good at it.

Kate Upton came in a stunning tight-fitted red dress with her beautiful blonde hair down. "So you're competitive," Fallon asked to which she said answered "Yes, very competitive," right away. "Coz I'd like to challenge you to a game," Fallon continued. "It's a very fun game that I played a lot, it's called flip cup," Fallon added.

Upton was also asked if she ever played the game. "No, I didn't go to college, this is what I missed out on, drinking games," she exclaimed.

Fallon explained the rules of the game at the beginning. He went with an early lead. Upton was still having some difficulties flipping the first cup but it did not take that long because she showed him that she can definitely kick ass in a flip cup game. She overtook Fallon, who got stuck on his second cup, and grabbed the lead instantly. Yes! She ended up winning.

She was just a natural. Given the fact that she never went to college and missed the fundamental years of practicing the said drinking game, she was able to beat Fallon effortlessly. She looked so bright and fresh. She even did a little dance when she won over him and asked if he needs help. Upton drank the second and third cups from Fallon's side of the table and she was also able to flip them good. The 21-year-old model easily got the hang of the game, much to Fallon's amusement.

See for yourself and find out how really good she was in playing the drinking game. Check out the video below.

Video courtesy: YouTube/vidgogo