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Katie Holmes may star in the new movie Don’t Be Afraid of the Dark, but the dark isn’t actually Katie’s greatest fear — it’s raccoons!

OK! GALLERY: KATIE HOLMES SHOWS OFF HER TECH-SAVVY SIDE IN WEST HOLLYWOOD

Katie confessed to Jay Leno on last night’s The Tonight Show With Jay Leno that she’s really afraid of raccoons and it’s not because they look like burglars as Jay guessed.

Unlike other animals, Katie says raccoons are not more afraid of you than you are of them.

“I was recently sitting outside, and this raccoon comes right [up to me],” Tom Cruise‘s wife explained. “I was expecting it to be more afraid of me, and I’m staring at it, and he’s staring back like he’s gonna kick my butt!”

So Katie decided to fight him.

“I stood up, and I barked at him,” she said. “And then he ran away!”

OK! GALLERY: KATIE HOLMES & TOM CRUISE HAVE FUN IN THE MIAMI SUN WITH SURI

Catch the clip of Katie’s interview, below!

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