Bette Midler & Jimmy Fallon Swap Lips for a Duet on 'Tonight Show'

Bette Midler performs "Waterfalls" on The Tonight Show Starring Jimmy Fallon
Douglas Gorenstein/NBC

Bette Midler performs "Waterfalls" on The Tonight Show Starring Jimmy Fallon on November 5, 2014.

Bette Midler traded mouths with Jimmy Fallon last night to perform a version of "Baby It's You," the Shirelles hit that Midler covers on her new album, It's The Girls. Watch the video below.

During the Lip Flip, Midler and Fallon do impressions of each other and make a lot of exaggerated mouth movements. Then they break into an amusing doo-wop sing along. On previous occasions, Fallon has flipped lips with Sofia Vergara and Billy Crystal.

Bette Midler Sings TLC's 'Waterfalls': Listen

It's The Girls is Midler's first album since 2006. It reinterprets a number of songs by girl-groups -- in addition to the Shirelles, Midler takes on TLC, the Supremes, and Martha & The Vandellas. "Baby It's You," co-written by Burt Bacharach, has earned famous admirers before: the Beatles recorded their own cover for their debut album, Please Please Me.


The Biz premium subscriber content has moved to

To simplify subscriber access, we have temporarily disabled the password requirement.