Jimmy Fallon is hosting this week of The Tonight Show out in Los Angeles, and it's safe to say that he's definitely been making the most of his time out there. During Tuesday night's episode Fallon played an all-star game of Password with Ellen DeGeneres, Reese Witherspoon, and Steve Carell. Fallon, who partnered up with fellow talk show host DeGeneres, faced off against two of this year's Oscar nominees, Witherspoon and Carell. Now that is some fierce competition.

Fallon and DeGeneres got off to a very strong start, with Fallon being able to guess the word "booty" by DeGeneres simply saying "call." (A stunned Carell cried, "Come on! No way! Are you kidding me?!) But the Foxcatcher star and Witherspoon (who wore a white DVF "Safina" top) struck back just as fast, with the Wild actress figuring out "Soprano" with Carell's clue: "Tony."

The second round got even more heated, and when don't just mean when Carell guessed "Revlon" right in front of CoverGirl spokeswoman DeGeneres. Of course, it all came down to the tie-breaking final round, with the giggle-inducing clue "joint."

Find out which celebrity team won The Tonight Show's Password by clicking on the video above.