The late-night host, 39, the Mud actress, 37, and The Voice mentor, 35, got animated playing a round of the word guessing game Catch Phrase. It was boys vs. girls, as Team USA gold medalist Mikaela Shiffrin joined Witherspoon's team. "Awesome," the movie star exclaimed. "I got the Olympian!"
Fallon then broke down the rules: one teammate must help the other guess a word displayed on the disc. He or she can make any physical gesture and say anything, with the exception of any word in the actual clue. Whichever team is in possession of the disc when the buzzer goes off loses that round.
The lights dimmed and Witherspoon got started. Her word was "curfew," which she described as when "you're a teenager and you have to be home at a certain time." She passed it to Usher, who helped Fallon guess "Buzz Lightyear" by using the character's famous phrase: "To infinity...and beyond!"
With the timer running out, Shiffrin and Fallon started to sweat. Witherspoon was handed the disc and got 9 to 5, which she accurately described as a movie starring Dolly Parton, Lily Tomlin and Jane Fonda. Unfortunately, the buzzer went off before Shiffrin figured out the answer. "Looks like you're getting the bronze tonight," Fallon joked, before professing, "I'm not a sore winner!"
Witherspoon kicked off the second round and selected the word "Germany." The Legally Blonde star said, "This is a country in Europe and they speak a foreign language. They like cake and they're always on time!" Shiffrin guessed correctly, and Usher completed his turn with ease. The disc made a full round before it went back to Shiffrin. Sadly, she mimicked a "trombone" just as the buzzer went off.
Usher and Fallon did a cute victory dance, and the comedian said, "We are the champions right there!"
(E! and The Tonight Show Starring Jimmy Fallon are both part of the NBCUniversal family.)