Playing a game of improv with Jimmy Fallon is a losing game, especially when you're Katie Holmes, who lost, lost, lost.
Fallon's game of 'Say Anything' set Holmes up to fail from the get-go. Bless her she did try, but an SNL veteran like Fallon is never going to be bested when it comes to coming up with loads of associated words rapidly without repeating or stalling.
And even with all that tape on her face she still looks better than 90% of us really.
Via YouTube
