By Esther Zuckerman
Updated November 06, 2014 at 03:42 PM EST

Bette Midler and Jimmy Fallon switched lips on The Tonight show for some bawdy gags (obviously), some vocal warm-ups, and a duet. Midler’s facial expressions really sell it.

Midler was on hand to promote her album of girl-group songs It’s the Girls!, so Fallon and Midler sang the Shirelles’s “Baby It’s You.” Hence, Fallon (with Midler’s mouth) sang the lyrics, while Midler (with Fallon’s mouth) provided the background accompaniment. They even get hand movements down by the end.

Now they just need to do “Waterfalls.”