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Tonight Show: Kat Dennings, Beth Behrs, Rob Lowe play Password with Jimmy Fallon

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Douglas Gorenstein/NBC

Jimmy Fallon and Rob Lowe teamed up to take on Kat Dennings and Beth Behrs in a game of “Password” on Monday night’s episode of The Tonight Show.

The recurring Tonight Show game had Fallon and Lowe showing some confidence as the host and The Grinder star were quick to take an early lead.

The highlight of the segment came when “cringe” became the most challenging clue to describe. Behrs realized she could act it out, telling her 2 Broke Girls costar it rhymed with “fringe” as she began wincing. “If we’re really in tune you’ll understand what this means,” Behrs said. Dennings guessed wrong.

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Even after Fallon repeated “fringe” and made some ridiculous cringe-like gestures, Lowe still wasn’t certain, thinking deeply as to what exactly the squirming host was doing. But Lowe eventually guessed “cringe,” leading his team to a Password victory.

Watch the clip below to see Jimmy Fallon and Beth Behrs make great cringe-worthy faces.