By Joshua Lyon
Jul 24, 2015 @ 8:00 am

Katie Holmes found herself in a sticky situation on The Tonight Show Thursday. Host Jimmy Fallon challenged the actress to a game of "Say Anything," the popular YouTube game where two people spout random words at each other. Whoever stumbles, blanks, or repeats a word loses that round, and the winner get to attach a piece of clear tape their opponent's face.

Holmes lost the first attempt, stumbling and laughing as she tried to follow the word "lace" with "underwear." Fallon wrapped tape around her nose and lifted it up across her cheeks, giving her a cute little piggy face.

They got a pretty good rhythm going on the second round, until Holmes blanked once more after Fallon said "scarf." Click the video above to see who won in the end!