Katie Holmes appeared on The Tonight Show with Jay Leno on Tuesday, and the 32-year-old actress chatted about her new flick Don't Be Afraid of the Dark, and she also dished on what gives her the creeps -- and it's not what you'd think!

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Katie spilled that she’s terrified of raccoons!  “Well, you know everybody always says spiders … or a dog [and how] they’re more afraid of you than you are of them and I don’t find that [with raccoons],” she said.  “I was recently sitting on a side and this raccoon comes right up and I’m expecting it to be more afraid of me and I’m staring at it and it’s staring right back like he’s going to kick my butt!” she said. “So I didn’t know what to do so I just stood up and I barked at him and he ran away!”

Haha! Loves her!