Hayley Atwell chose her song for “Lip Sync Battle” very carefully. The “Marvel’s Agent Carter” star made sure that her song choice for the Spike competition show would include a few digs at her opponent, “Marvel’s Agents of S.H.I.E.L.D.” star Clark Gregg.

Atwell, who has also appeared in the first two “Captain America” movies, performed “Pretty Fly (for a White Guy).” The Offspring’s 1998 single has a few choice lines that the Peggy Carter actress directed to Gregg, starting with: “Our subject isn’t cool, but he thinks it anyway.”

Gregg seems to take the insults in stride. He even dances a little while sitting next to host LL Cool J. Watch the “Lip Sync Battle” Season 2, episode 13 clip below:

This is the first time the Marvel stars have been on “Lip Sync Battle,” but it’s not their first lip syncing competition. During San Diego Comic Con last year, the two started a war with the Dubsmash app and ended up dragging both of their casts (as well as “Captain America” star Chris Evans and “Supergirl” star Melissa Benoist) into the battle. It ended with a charity competition that Atwell’s “Agent Carter” cast won.

Still, her competitive streak hasn’t faded. “Clark Gregg, I’m the mop, and you’re the floor. You’re going down!” she says in a pre-battle video. Watch the two trade insults below:

The actress is determined to beat Gregg. It looks like she’ll even go full-Gaga for her second performance.

Lip Sync Battle Marvel (From left) Chrissy Teigen, Hayley Atwell, Clark Gregg and LL Cool J pose after filming “Lip Sync Battle.” Photo: Spike

But is Gaga enough to beat Gregg’s Britney Spears routine? The Phil Coulson actor went all the way for his “Toxic” performance, even wearing a tiny flight attendant outfit. Watch his routine HERE.

The Marvel “Lip Sync Battle” showdown airs Thursday at 10 p.m. EDT on Spike.