Jay Leno might have been putting the moves on Halle Berry!

The talk show host seemed mesmerized by the "X-Men" star's assets on "The Tonight Show with Jay Leno" Monday night.

Berry looked flawless in a black rhinestone encrusted mini-dress which showed off her curves ... and especially, her cleavage! 

On the subject of the 46-year-old's Oscar dress, Leno told the actress, "I like this one better." They also got into some car talk ... well, sort of.

Check out the clip above to see Leno catch Halle off guard when he asks her if she can "drive a stick," and find out what she says!

Think they were just chatting about cars ... or was it code for something else? Sound off below!

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