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Tom Cruise & Katie Holmes: What Really Happened

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Tom Cruise was seconds away from doing what he does best: shooting an adrenaline-fueled action sequence. But as the cameras prepared to roll on June 28, the megastar-in Iceland filming his upcoming sci-fi thriller Oblivion-got an unexpected phone call from his wife, Katie Holmes. “He was about to do a stunt, and he got off his motorcycle to take the call,” says a source. What happened next would shatter Cruise’s world like a case of big-budget explosives: Holmes informed the megastar she was filing for divorce, as the film’s crew looked on. Says the source: “He’s been in shock since that day.”

On July 9, just 11 days after Holmes revealed her divorce filing, lawyers for Holmes, 33, and Cruise, 50, announced they had reached a lightning-fast settlement that sources say gives Holmes what she wanted most: primary custody of their 6-year-old daughter Suri. Cruise will have generous visitation rights. Holmes’s lead attorney Jonathan Wolfe sounded a triumphant note that seemed to come with a burst of confetti. “We are thrilled for Katie and her family,” he said, “and are excited to watch as she embarks on the next chapter of her life.” Cruise’s attorney Dennis Wasser, meanwhile, told PEOPLE simply, “All the lawyers and the parties are happy that it’s done, the deal was closed, and we wish everyone well.”

In gaining the upper hand in the high-stakes breakup, Holmes has defied the public image she often cultivated during her five-year marriage: quiet, passive and unerringly content to play backup to the world’s highest-earning movie star. With help from her hard-charging attorney dad, Martin, she engineered a dramatic exit, which included moving apartments, changing cell phones and hiring new security. (See sidebar below.) “It’s a real-life Mission: Impossible when you have people around you who will report back to Tom,” says one source of Holmes’s need for secrecy.

Just what drove the protective “tigress,” as her friend Jada Pinkett Smith once described Holmes to PEOPLE, to such extreme measures? Increasingly unhappy in her marriage as she realized “she no longer had the life she wanted, in terms of her career, her way of life, everything,” says a source, Holmes resolved to end things her way-and to start a new life with Suri in New York City. “It’s clear that Tom can be very persuasive and is very powerful. But once she decided to go, she was done,” says an insider, who joins multiple sources in refuting reports that Holmes feared for her safety or that Scientology was the overriding factor in the split. Rather, “she is the daughter of a lawyer: She knew she had to have everything locked down before she pulled the trigger because there could be no wiggle room if she didn’t want this to turn into a long, drawn-out battle,” says the insider. “She wanted this to happen fast, and severing all ties in one fell swoop was the best way for that to happen.”

Cruise, who hasn’t seen his daughter since the split but talks to her several times a day by phone, is still trying to make sense of how everything went so wrong so quickly. “He was a happy man and thought he had a happy life,” says a source. “He keeps asking, ‘What’s happening?'” Instead of celebrating with Holmes as he’d planned, Cruise spent a somber 50th birthday on July 3 at home in L.A. with Isabella, 19, and Connor, 17, his children from his marriage to Nicole Kidman. Holmes hasn’t spoken to the older kids, says a source. “It’s like she just disappeared from their lives.”

While the details of the divorce settlement are confidential, several sources confirm that Holmes will raise Suri in New York City. (An ironclad prenup had long been in place to cover financial matters.) Cruise settled quickly because “he didn’t want his family dragged through the mud” in a long public divorce battle, says a source. The exes themselves released a carefully crafted joint statement in which they said they “are committed to working together as parents.” They also sought to defuse speculation that Cruise’s Scientology faith was a divisive issue, pointedly expressing “respect for each other’s commitment to each of our respective beliefs.”

But they couldn’t control the firestorm of attention, with critics of the often-controversial religion launching claims about Cruise’s close relationship to it. Holmes, who was raised Catholic, began to pull away from the religion awhile ago: “Katie has not been nearly as involved with Scientology in recent months,” says one source still affiliated with the church. Another source notes that “while she was with Tom, she was supportive of Scientology and appreciated the positive aspects of it.” Now that she has left Cruise, has she left Scientology? “There was nothing for her to leave,” says the second source. “She was never a full-fledged member and had never abandoned her other religious beliefs. Going forward, Scientology will likely not be playing a major role in her life.”

As for her daughter, who has been tutored at home and is expected to enroll in a Manhattan private school in the fall, Holmes’s lawyer denied a report that the divorce settlement precluded her from being further exposed to Scientology. If she continues in the faith, older kids start undergoing “confessional auditing,” or “sec checks,” a key part of Scientology in which followers answer questions while hooked up to “e-meters” that the church claims measure mental states. Scientology spokeswoman Karin Pouw disputes reports that kids as young as Suri undergo auditing, saying it usually begins at age 12 to 15.

None of this would have come as any surprise to Holmes, who “knew what she was getting into” when she became a part of Cruise’s world seven years ago, says a source who knows them both. Despite her public persona as a winsome Midwesterner who took her cues from her husband, “she’s quite a strong-minded person,” says the source. In her life with Tom, “Katie has always had the power to do what she wanted,” says the source. “The difference now is, she wasn’t happy with what her life became.”

Career disappointments played a big part, sources say. As an up-and-coming indie film darling when she met Cruise, she pulled out of the gritty drama Factory Girl and also bowed out of press duties for her film Thank You for Smoking during their intense courtship. When she announced her pregnancy just five months into their relationship, her work took a backseat. Still, says the source who knows them both, “when Suri was born, it was the happiest time in her life. She and Tom were a team.”

And yet as time passed (and duds like 2008’s Mad Money flopped) Holmes’s discontent grew and she longed for substantial roles like those of Anne Hathaway and Michelle Williams. “She thought [being with Tom] was going to help make her career, but it didn’t,” says a source. And Cruise’s power overshadowed her, says an industry source: “People who don’t want to have Tom Cruise on film sets don’t want to hire Katie Holmes.” Others scoff at such talk, noting that the actor’s ex-wife Nicole Kidman worked steadily throughout their marriage and that Cruise encouraged Holmes’s effort to write her first script, Molly, a drama about a single mother.

Now, as Holmes embarks on her own new life as a single mom, she is leaning on her close-knit family more than ever, spending time with them in New York City and maintaining a life-goes-on routine with trips to Whole Foods Market and the children’s museum with Suri. Cruise, meanwhile, has been in the California mountains filming the last few scenes of Oblivion and is still struggling to make sense of the sudden split. Both stars, of course, are focusing on their little girl. “Obviously she is old enough to know that things in her life are changing,” a source says of Suri. “But she knows, as she always has, that both of her parents love her enormously and will always be there for her.” Still, as swift as it may have been, divorce is never simple. “They’ll make it work,” says another source. “That said, this won’t be easy on anyone.”