What happens when Tracy Morgan and Jimmy Fallon go head-to-head in a trivia challenge where the prizes are adorable puppies? Cuteness overload.
Sitting opposite each other in leather lounge chairs, the two titans of comedy competed in "Pup Quiz," the Tonight Show's game of random knowledge that ended up with the opponents covered in golden retriever puppies.
WATCH: Kaley Cuoco-Sweeting Completely Loses It While Playing Trivia With Adorable Puppies
Tracy took an early lead after Jimmy got his first question wrong, and found himself neck deep in canine cuteness.
The trivia titans battled back in forth for several minutes until all they care about was the insanely cuddly dogs. Tracy had major adoration for the precious pups. Seriously, he seems like a nurturer.
Finally, it all came down to "Final Puppardy," where the winner of the last question would win all the puppies of the night --and you won't believe who wins! Nor will you care, because again, your screen is filled with puppies!
WATCH: Watch Hilary Swank Completely Lose It Over This Adorable Puppy at the All-Star Dog Rescue Celebration
Check out the video below to see how ridiculously excited Kaley Cuoco got when she faced off against Jimmy in a super cute game of "Pup Quiz."