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WATCH: Katie Holmes, Jimmy Fallon Make Silly Faces on "The Tonight Show"

Holmes, who stars in the film "The Giver," also talked about modeling at the age of 10.

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Actress Katie Holmes and Jimmy Fallon take turns taking weird pictures with the Photo Booth iPad app and attempt to match each other. (Published Tuesday, Aug 12, 2014)

Katie Holmes and Jimmy Fallon took turns taking weird pictures with the “Photo Booth” iPad app on Monday’s episode of “The Tonight Show.”

But first, Holmes talked to Fallon about brutal instructors at a modeling school she attended at the age of 10.

“They were trying to teach beauty,” said Holmes, who stars in the new film “The Giver.” “They took me as an example and they dissected my face. They said, ‘you see, not perfect. Her eyes too far apart, her nose, lips not perfect, but altogether she’s not bad’.”

“They’re wrong,” Fallon said while holding up the August issue of Glamour magazine featuring Holmes on the cover.

Finally, the two played a new "Tonight Show" game. They took pictures of themselves making funny faces using the “Photo Booth” iPad app and tried to replicate each other's photos.

See the two make funny faces in the video above.

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