One star-studded game night! Jimmy Fallon hosted Ellen DeGeneres, Reese Witherspoon, and Steve Carell on The Tonight Show on Tuesday, Feb. 3, for an uproarious round of the classic game show Password. 

DeGeneres, 57, was Fallon's guest for the night and started the segment with the host at the retro Password set. Fallon's right-hand man Steve Higgins introduced the game, setting DeGeneres and Fallon, 40, up against their surprise competitors. 

Appearing on the stage to wild applause, Oscar nominees Witherspoon, 38, and Carell, 52, then took their seats as a team. Higgins explained the rules to the game, telling the four stars that they will get a password that they must make their partner guess without saying the banned hints. 

The Ellen DeGeneres Show host kicked the competition off, attempting to help Fallon guess the word "booty." DeGeneres prompted her pal by giving a pause and then saying "" Much to everyone's surprise, Fallon shouted out, "Booty?!"

The game heated up when Witherspoon correctly guessed "Soprano" after hearing Carell's Italian-accented clue of simply, "Tony." The word "blush" unexpectedly stumped both teams, and things got tense with Carell guessed "Revlon" in front of CoverGirl spokesmodel DeGeneres.

See who came out on top with the 1,000-point clue in the video above!