By Sarah Begley
July 24, 2015

Whatever you think about Katie Holmes’ acting skills, one thing is certain: she can’t keep up with Jimmy Fallon on improvisation.

The actress paid a visit to The Tonight Show on Thursday, where she was invited to play a game of “say anything.” She and Fallon took turns saying a word, any word, so long as it hadn’t previously been said. Anytime someone stumbled, the other person got to put a piece of tape on their face. Fallon tried to make Holmes feel a little better about herself between rounds, saying, “Even with that on your face, you still look beautiful.”

“I know,” Holmes replied. “But we have to concentrate.”

Read next: See Jimmy Fallon’s Surprise Performance With Bono at U2 Concert

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