Things sure got competitive on Tuesday's Tonight Show Starring Jimmy Fallon!

The late-night host and Ellen DeGeneres teamed up against Reese Witherspoon and Steve Carell for a rousing game of "Password." The game itself was simple—each teammate was given a password, and in order to get his or her partner to guess this password, he or she offered a one word clue.

In the beginning, the Oscar nominees (Carell scored a nod for his role in Foxcatcher, while Witherspoon's Wild performance earned her a nom; she also won an Academy Award for 2005's Walk the Line) were on against the talk show hosts.

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DeGeneres was able to guess the password "booty" thanks to Jimmy Fallon's simple clue, "call"! Immediately after that, Witherspoon guessed the password "Soprano" thanks to Carell's accented delivery of his clue, "Tony!"

Things quickly went downhill, however, when "blush" was the password. Witherspoon said "makeup" for her clue, leading Carell to guess, "Revlon?"

Immediately, Tonight Show announcer Steve Higgins noted, "That's kind of a diss" to DeGeneres, a CoverGirl spokesmodel! The faux-outraged daytime host was only satiated when the Office alum used "CoverGirl" as his clue, although that wasn't the correct password!

DeGeneres tried to prompt Fallon to guess "blush" by using "rouge" as her clue. He didn't quite put that together with makeup, though, and instead answered uncertainly, "Ellen DeGeneres?"

With "blush" still the password to guess, Witherspoon smiled as she told Carell her clue: "Cheeks." Finally, he got it!

The last password, however, worth 1,000 points and the whole game, was the toughest of all: Joint! Did the contestants interpret this as the puff, puff pass kind of joint, or the knees and elbows variety? And who guessed it first? Watch the funny clip above to find out!

(E! and NBC are both members of the NBCUniversal family.)

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