The 'Cafe Society' actress really wanted to cheat her way through the game on Friday's 'Tonight Show.'

Jimmy Fallon made a valiant effort as Blake Lively's partner during a friendly game of Password on Friday, but Lively had a tough time, namely because she really just wanted to cheat. 

Appearing on The Tonight Show to promote her upcoming film, Cafe Society, Lively started off a bit confused at the rules: "I say one word?"

"And you have to hold that away from me because I'll cheat," Fallon told her. 

"What if I say a lot of words really fast?" she tried one last time, but she was told those were against the rules. She fed the first clue to Fallon, making a kissy-face while saying "pooch," which led the host to correctly guess "smooch." Their later guesses were a bit more off the mark. 

The other team, Good Charlotte's Benji and Joel Madden, had just as tough a time, trying to use hyphenated words to guess "speedo" and later having a tough time with "quesadilla." For brothers, their communication skills appeared to be lacking. 

Watch the full video below.