Watch Katie Holmes Drown in a Sea of Puppies Playing "Pup Quiz"

Photo: Andrew Lipovsky/NBC/NBCU Photo Bank via Getty Images

Talk about an extra-cuddly trivia incentive!

On Wednesday evening, Katie Holmes headed over to the Tonight Show to promote her TV series The Kennedys: After Camelot and dust off the quintessential game by playing an updated and very furry version of the classic.

As the Dawson's Creek alum faced off against Girls' star Andrew Rannells in the battle of brains by answering animal trivia questions, host Jimmy Fallon crowned the lucky winner of each round by letting him or her cuddle with a golden retriever puppy, and let's just say there were plenty of heart-melting moments.

Holmes started things off on a shaky foot as she incorrectly guessed a "Blue Whale" in response to the late night emcee's query, "What animal has an eye bigger than its brain?" and her opponent was awarded the first puppy.

However, Rannells was at a loss when he was asked to identify the only animal besides an ape that laughs when tickled (the correct answer was a rat), and the mom-of-one tied things up by getting her very own puppy.

As the pair struggled through the game and were both tied at three puppies, Fallon brought things to a head by announcing Final Puppardy and asking the contestants to guess the number of pet corgis that Queen Elizabeth had during her lifetime by writing their answers down on iPads.

And while Rannells, who guessed 38, was officially crowned the winner (the correct number was 32 and Holmes guessed 26), viewers were quick to comment that the winning number was exactly right between their two numbers, so they had actually tied.

Looks like puppies for everyone!

Watch the full game in the clip above.

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