Fallon led off the competition with a silly and sad take on obscure ‘80s pop hit "I've Never Been to Me" by Charlene. Dunham brought things back to the 21st century with her follow-up, writhing on the floor and gettin' dirty as she lip-synced the Ellie Goulding/Calvin Harris hit "Outside."
Fallon kept it old school but switched over to hip-hop for his finale with the Run-DMC singalong classic "Run’s House," but it was Dunham who brought the house down with her take on Queen's "Fat Bottomed Girls."
"Queen, I can’t beat Queen!" Fallon exclaimed as the audience cheered louder for Dunham’s as the victor in the latest Lip Sync Battle.