You'd think Katie Holmes wouldn't be scared of anything after filming the new horror movie Don’t Be Afraid of the Dark.

Turns out she does have one big fear ... raccoons!

While chatting with Jay Leno on The Tonight Show Tuesday, the Ohio native admitted that she barked like a dog when she came face-to-face with one of the rabid creatures recently.

"I'm staring at it and it's staring right back like he's going to kick my butt!" she told Jay.

Watch Katie explain that crazy logic, above. We have to admit, she's pretty much adorable throughout the entire sit down.

Want to see more of Suri's mom? See her full Tonight Show interview ... after the jump.