This is why you do not challenge a “Gossip Girl” to a talking game.

“Age of Adaline” star Blake Lively took on Jimmy Fallon in a game of “Say Anything” on Tuesday. In the game, each player takes a turn saying a random word, and the person who can’t come up with one gets tape on their face. You can literally “say anything,” but even that was too much for Fallon. The “Tonight Show” host kept drawing a blank and cracking up as Lively taped up his face.

“The Tonight Show Starring Jimmy Fallon” airs weeknights at 11:35 p.m. ET on NBC.

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