By Amanda Michelle Steiner
July 24, 2015 at 12:01 PM EDT
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Katie Holmes did not fare so well during a game of “Say Anything” on The Tonight Show on Thursday, but we’ll give her top marks for effort and enthusiasm.

For the uninitiated, 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. The winner of that round gets to apply a piece of clear tape to the loser’s face.” Because, at this point, Jimmy Fallon is just a straight-up mad comedy scientist. 

The actress, currently guest-starring on Showtime’s Ray Donovan, was more game than you could imagine as Fallon delighted in making her look as ridiculous as possible. Check it out:


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