The pair were each asked an animal trivia question and whoever got it right won an adorable Golden Retriever puppy. If they answered incorrectly, their opponent scored a slobbery puppy kiss.
The “Miss You Already” actress got the first question wrong and sacrificed her pup to Fallon, who had trouble controlling the bundle of furry joy.
The little Retriever even started gnawing on Fallon’s recently injured hand, causing him to wince in pain.
“When does it get weird that I am letting them lick my ears?” Barrymore later asked from under a lapful of dogs.
While she may have had a tongue in her ear, it didn’t last for long. Fallon got the final question regarding the weight of a blue whale correct and won all the puppies.
“The Tonight Show” airs at 11:35 p.m. on NBC.