May 05, 2005 12:00 PM

Tom Cruise was not in a private mood: No sneaky backdoor entries, no eyes-to-the-ground red carpet dashes, not a single “no comment.” No, as Cruise made his way through a throng of fans outside the Auditorium Conciliazione di Roma on April 29 for the David di Donatello 2005 Ceremonies – the Italian equivalent of the Oscars – he was in a mood for sharing.

He shook hands. He cuddled with a baby. He took a running jump and landed on top of a parked Fiat, where he proceeded to pump his arms in the air in excitement. All this for the lifetime achievement award he was about to receive? Not totally. Instead, Cruise was giddy over a girl: former Dawson’s Creek star Katie Holmes.

When the press shouted for a shot smooching his date, he did not have to ask her twice. “She is,” he told reporters, “an extraordinary woman.” Asked by Extra if he was enamored, he said, “Oh, I’m more than enamored.” Later he grabbed the TV camera lens with both hands, stepped in front to assure a good close-up of his grin and said, “Do you see the smile on my face?” [IMAGE “2” “left” “std” ]And that was before Cruise, 42, found out that as a little girl, Holmes, 26, used to dream about walking down the aisle with the Top Gun hunk. Momentarily silenced after hearing of the childhood fantasy she had confessed to Seventeen magazine last year, he simply smiled and said, “I don’t want to disappoint her.”

He is not alone in regarding their future with some cautious optimism. While in Rome the couple cozied up over codfish and artichokes at Piperno restaurant (where “he kept winking at her, and she kept wrinkling her nose at him like a bunny,” according to a witness), back in the real world there are a few questions.

For starters, when did Cruise and Holmes – who just ended her five-year relationship with American Pie star Chris Klein in March – even meet? Answer: a few weeks ago at his L.A. office, where, says a source, “Katie was called in to meet for a part.” The tête-é-tête ended four hours later – but Cruise’s interest was just beginning. “They hit it off,” says the source. He walked her to her car, then she gave him a lift to his car.

Soon after, says a friend of Holmes’s, Cruise called her to ask for a date. The next thing she knew, she was sharing sushi with the star and taking a ride above L.A. with him in his jet. After landing back at the Santa Monica Airport, the two rode on his motorcycle to the beach. [IMAGE “3” “left” “std” ]Given the speed with which she went from business acquaintance to “amore mio” (my love), as Cruise called her in Rome, and their unabashed public enthusiasm for each other rather than the standard celeb Stage One duck-and-deny dating antics, some skeptics have voiced doubt. Both actors have films out next month – his War of the Worlds (June 29) and her role as Bruce Wayne’s girlfriend in Batman Begins (June 17).

Regis Philbin wondered on the air whether the affair is “something that’s going to end as soon as their movies are released.” On the other hand, as Reeg noted moments later, “it kind of looks like he’s crazy about her.”

And media consultant Elliot Mintz notes that “when you see public figures come out with information of this nature so quickly and in such a stark, no-frills manner, it usually [means] they have very strong feelings toward each other and they would like to try to get on with their relationship without having to hide. So [they] make the splash and let everybody know really quickly. They can spend more time enjoying the relationship than being concerned about tabloid coverage.” [IMAGE “4” “left” “std” ]And enjoy they do. “They’re both smitten with each other,” says a friend of Cruise’s, who calls the notion that the romance is a sham “insulting.” Holmes’s friends roll their eyes at the idea that the actress is using Cruise to boost her career. “She doesn’t want to be the biggest movie star in the world,” says her rep Leslie Sloane. “She just wants to be proud of herself and her work.”

And have a little fun along the way. After their tour of Rome, the couple once again flew in Cruise’s jet to Las Vegas, where Cruise escorted her on April 30 to the new Cirque du Soleil show KA at the MGM Grand Hotel. After cuddling and kissing in their seats, the two went to meet the performers backstage. There, with a little help from the pros, Cruise did a couple of back flips.

“He’s in great shape,” says Soleil’s rep Reggie Lyons. “He has lots of energy.” Much of it directed toward the young lady whose hand he held. “They were definitely affectionate,” says Lyons. “But nothing inappropriate. Nothing that would make your mother upset.” [IMAGE “5” “left” “std” ]Of course, there are differences in the couple, starting with a 16-year age gap. He’s a Scientologist; she, the youngest of five children, attended a Catholic school in Toledo, Ohio, and refers to career highs and lows as “God’s pacing.” She has never been married; he’s a single father with two children (he shares custody with ex-wife Nicole Kidman).

Still, Holmes’s father, attorney Martin Holmes, approves. After news of the romance broke, he issued a statement to Access Hollywood: “I’m excited. She has a good head on her shoulders, and we trust her. He is a humanitarian, and we like that.”

According to Cruise’s friend, the two have much in common. “They’re both athletic, dedicated to what they’re doing career-wise, and they’re both very caring, kind people.”

The one hitch? Her passion for Troy. And Thelma and Louise. Even The Mexican. A couple of years ago, it seems, the girl who grew up wanting to marry Tom Cruise shelved her old copies of Risky Business for pretty much anything starring Brad Pitt. As she old Britain’s Mail on Sunday in 2003, “I watch all his films and think, ‘I’m here, call me.’ ”

Not to worry, Angelina. These days, she has eyes only for Cruise. Even when he’s not with her, says a pal who hung out with Holmes in Manhattan in late April, “she wasn’t flirting with guys. I’m telling you,” says her friend, “she really likes him.”

• By Karen S. Schneider. Peter Mikelbank and Kate Carlisle in Rome, Todd Gold, Tom Cunneff, Chris Gardner, Julie Jordan and Kwala Mandel in Los Angeles, Michael Fleeman in Las Vegas and Mark Dagostino in New York City

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