November 22, 2006 12:00 PM

The first of many stunning moments at Tom Cruise’s wedding to Katie Holmes came early: As guests – seated inside a converted 15th-century armory in Italy’s majestic Odescalchi Castle – waited for the bride to walk down the aisle, the entire candle-filled room fell silent. “It was, by far, the most charged moment of the evening,” says designer Giorgio Armani, who created Holmes’s romantic off-the-shoulder gown. When the bride appeared on the arm of her father, Martin Holmes, “I saw the look on Tom’s face and on her face,” says actress Jenna Elfman, who was among the evening’s more than 150 guests. “He was very proud. Her father looked so proud too.”

While the groom, in a navy two-button Armani tux, “was beaming that Tom smile,” there was someone else who couldn’t conceal her delight: the couple’s 7-month-old daughter Suri, dressed in an ivory silk tulle Armani frock to match her mom’s and carried down the aisle by her 11-year-old brother Connor. “There were several choruses of ‘Awww!’ from the crowd,” says Cruise’s cousin, actor William Mapother. “And some wet eyes.” At one point during a pause in the ceremony, “it was quiet, and then Suri cooed loudly,” says a guest. “It was so sweet.”

Holmes and Cruise at their wedding
Robert Evans

As breathtaking as it was joyful, the Nov. 18 union of Cruise, 44, and Holmes, 27, combined Hollywood glitz, old-world grandeur and the warmth of an all-in-the-famiglia Italian wedding – albeit one that included celebrity couples like Jennifer Lopez and Marc Anthony, Brooke Shields and Chris Henchy, Will and Jada Pinkett Smith and Jim Carrey and Jenny McCarthy. Held shortly after sunset within the medieval Odescalchi Castle in Bracciano, Italy, the extravagant bash capped three days of festivities that briefly transformed much of nearby Rome into a rolling red carpet. “It’s nutty – nutty in a good way!” said Elfman, speaking to PEOPLE by cell phone from inside the reception at 3 a.m. Mapother describes the vibe of the entire affair as “celebratory, family-oriented, like a reunion of old friends getting together.” As for the couple of the hour, “they did not seem nervous at all. It was more joyous, as in, ‘Bring it on!’ ”

So how did the new Mr. and Mrs. Cruise – who famously debuted their romance in Rome in April 2005 and were engaged in Paris six weeks later – pull it all off? “It was all Katie,” a guest says of the wedding planning, which was co-coordinated by Roberta Armani (Giorgio’s niece). “It was the wedding every little girl dreams of.” Particularly “after this crazy year,” says Elfman, alluding to the intense scrutiny of the couple’s relationship. “I’ve known how genuine their love has been, but it was nice to see them share it in this way.” (Hoping to pull off a similarly sprawling extravaganza? Better budget in the ballpark of $3.5 million, say several top celebrity wedding planners – though Tom and Katie’s star power may have helped lower costs.)

The newlyweds exchanged vows at the Odescalchi Castle in Bracciano, Italy. The former fortress's main Hall of the Caesars was decorated with thousands of red and white roses to match the red and gold tablecloths at the reception dinner.

Although the pair – who exchanged platinum-and-diamond Cartier Dia Eternity bands – opted not to submit the paperwork necessary to have the ceremony recognized by Italian law, they “officialized their marriage” in L.A. prior to leaving for Italy, they said in a statement. At Odescalchi, guests were greeted by flag bearers dressed in colorful Renaissance garb – a scene that proved irresistible to prankster Carrey. “When they were waiting to start, Jim walked from behind one of the flag guys with his hand over his eye and said, ‘Owww!’ to make the guy think he had poked him in the eye,” says Mapother. “Jim smiled immediately, so the guy knew he was joking. But it was very funny.”

During the 20-minute “double ring” Scientology ceremony, the couple agreed to a traditional Scientology wedding pledge – along with vows to love, honor and cherish – “to never close their eyes in sleep on a disagreement or an upset.” Among the official wedding party: Church of Scientology leader David Miscavige, Cruise’s best friend and best man; Cruise’s daughter Isabella, 13, and son Connor; and Holmes’s sister and matron of honor Nancy Blaylock. Following a sweet kiss, Cruise and Holmes “looked at each other for a long moment,” says Armani, “as if letting the importance of that moment sink in.”

And then – what else? – it was time to celebrate. After the ceremony, guests made their way to a reception in the castle’s grand Hall of the Caesars, where the party kicked off with toasts from the best man and matron of honor. Then the bride joined her father on the dance floor to Louis Armstrong’s “What a Wonderful World.” After that it was the newlyweds’ turn to take a spin, to Fleetwood Mac’s “Songbird” (“For you, there’ll be no more crying/ For you, the sun will be shining/ And I feel that when I’m with you/ It’s all right, I know it’s right”). “The first dance – I was bawling,” says Elfman. “They were just looking into each other’s eyes. It was amazing.”

THE CAKE: Five-tiered white chocolate, decorated with marzipan roses, and studded with white chocolate chips.

As guests dined on risotto, sea bass with artichokes and parmesan-crusted fillet washed down with some 300 bottles of red Barbesco wine and champagne, Italian tenor Andrea Bocelli serenaded the couple with the Italian love songs “Occhi di fata” (“Fairy Eyes”) and “La Serenata” (“The Serenade”). At the reception, the A list mingled with assorted non-famous folks, including Holmes’s hometown crowd from Toledo. “There was no separation” among the groups, says a guest. “Everyone danced with everyone else. Victoria Beckham was dancing with someone who I think is Tom’s chauffeur.”

Sticking to tradition, the bride and groom cut the cake – five-tiered, white chocolate mousse, decorated with marzipan roses – and fed each other a piece, which they followed with “a big kiss on the lips,” says the guest. Next, the entire group moved outside to a courtyard, where a fireworks display exploded in the night fog to classical music. “It was a wall of lights cascading down from the balconies like water,” says actress Leah Remini. “It was so beyond what your mind could compute.”

That wasn’t the grand finale. Following the fireworks, guests moved into another castle hall decorated “like this sexy black-and-white nightclub,” says Remini. With deejay Mark Ronson spinning tunes, “everyone was dancing all night,” she says. “Tom and Katie were dancing in the middle of the crowd.” At one point, Cruise sang along with the Righteous Brothers’ “You’ve Lost That Lovin’ Feeling” (the same one he croons in Top Gun!). Katie “was completely touched – laughing, loving him and enjoying him,” says Remini. At another point, “everyone was dancing, and a Jennifer Lopez song came on, and then J.Lo started singing live in the center,” says a guest. At 3:30 a.m., Tom, Katie, Connor and Bella were still partying. “It was the perfect night,” says another guest, “a crescendo to the whole beautiful wedding experience.”

Dad gave Suri a lift to restaurant Nino, where guests dined on Italian classics such as buffalo mozzarella and gnocchi

For the bride and groom, the experience began on Nov. 13, when they hit Rome and decamped to the luxe Hotel Hassler (where the Presidential Suite runs $4,200) to await the arrival of family and friends. On Nov. 16, the Tom and Katie Wedding Express took off with a dinner for 120 guests at cozy eatery Nino, a favorite of Cruise’s. While celebrants dined on ravioli with white truffles, baby Suri “spent most of the evening in her parents’ laps,” says head chef Camillo Colanieri. “No truffles for her – only a bottle of milk.”

The next night Katie’s parents, Martin and Kathleen, hosted a rehearsal dinner at the 17th-century Villa Aurelia. Martin Holmes offered a toast to his new son-in-law, and Cruise’s mother, Mary Lee South, “welcomed the Holmeses into her family,” says a guest. “She said, ‘I’ve never seen Tom so happy!’ ”

Tom's kids Isabella and Connor visited Katie's parents at the St. Regis Grand hotel before getting party-ready.

Beyond the official celebrations, the bar at the Hassler was home to a nightly afterparty scene that could be described as Incredibly Famous People Just Chillin’. One night it was Lopez and Shields swapping stories about their first dates with their husbands; another night David Beckham cradled Suri’s head while chatting with proud dad Cruise. Hanging in the bar in the early hours of Nov. 17, Cruise briefly spoke with a visiting New Jersey couple celebrating their 30th anniversary, offering his congratulations and telling them, “I hope we make it to that point.”

Those who celebrated with them have no doubts. “From the second I met her and saw him looking at her and her looking back at him, I knew,” says Remini. “This is a couple that really do love each other.” With the sposini novelli (newlyweds) now honeymooning in the Maldive islands in the Indian Ocean, “they’re probably still up!” said Remini the day after the wedding. “They can party, man! They party like nobody I have ever seen.”

• By Michelle Tauber, Anne Marie Cruz and Michelle Tan. Sara Hammel, Peter Mikelbank, Pete Norman, Simon Perry, Courtney Rubin and Silvia Sansoni in Rome and Elizabeth Leonard and Alexis Chiu in Los Angeles

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