Yesterday, Bette Midler stopped by The Tonight Show to chat with Jimmy Fallon about It's the Girls, her collection of girl-group covers. But first, the pair played a round of "Lip Flip," culminating in Midler's rendition of "Baby It's You," backed up by the Roots. It's really something!

Midler also talked a bit about the early history of girl groups and even sang a tiny snatch of TLC's "No Scrubs." Her cover of "Waterfalls" is great and all, but I think we'll all mourn forever for the scrubs that weren't.