Katie Holmes could not keep up with The Tonight Show host Jimmy Fallon during a game of “Say Anything” on Thursday night.

Katie Holmes Loses To Jimmy Fallon In ‘Say Anything’

Holmes joined Fallon on The Tonight Show for a fun game of ‘Say Anything.’ The game involves trading random words back and forth as quickly as possible, but “the first person to stumble, blank, or repeat a word loses that round.

According to Fallon’s rules, the winner of that round gets to apply a piece of clear tape to the loser’s face. The game is played until someone loses three times and has three pieces of tape on their face.

With the game underway, Holmes started the first round with the word “moon.” Fallon quickly struck back with the word “car.” The actress kept up with Fallon for a couple more words and stumbled on Fallon’s word “lace.”

Holmes took a minute too long to respond back with the word “underwear.” Realizing the connection between the two words, Holmes and the audience reacted with laughs. Unfortunately, Fallon had the chance to place a long piece of tape across Holmes’ face

“Thank you so much for coming on the show,” Fallon told Holmes. “I love it,” the actress replied back, looking ridiculous with a roll of tape across her nose.

During the second round Holmes got off to a much better start. The Dawson’s Creek star managed to hold her own with the host for a longer list of thrown about words, but, once again she blanked after Fallon’s word “scarf.”

The host had the pleasure of sticking another long piece of tape to Holmes’ face, and made sure it angled directly across the first strip of tape.

Holmes didn’t fare any better in the third round, stumbling a third time with her hilarious two word answer, “Your shirt.”

Holmes ended the game with a taped on mustache, and though she lost, quipped that she may start playing this at home.

Watch Holmes and Fallon play ‘Say Anything’ for yourself:

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