Katie Holmes, Andrew Rannells cuddle with puppies on The Tonight Show

Katie Holmes and Andrew Rannells should’ve brushed up on their animal trivia before The Tonight Show on Wednesday, but they ended up playing with an adorable litter of puppies during Jimmy Fallon’s Pup Quiz anyway.

It’s called a Pup Quiz because contestants who get questions right win a golden retriever puppy for the duration of the game, and those who get questions wrong give their opponent a pooch. Holmes and Rannells were both poorly matched, so they tied themselves with three pups each.

“It’s like puppy Jenga,” the Girls star joked as he balanced the puppies on his lap. “Do you have your shots? They all have their shots? Okay, great.”

In the final round, they had to estimate how many corgis Queen Elizabeth owned. Rannells had the closest guess to the actual answer, which was 32, so he then won all of Holmes’ animal earnings. “I’m sorry, Katie,” he said as Fallon buried him in a pile of six puppies.

Watch the Pup Quiz in the video above.