From PEOPLE Magazine Click to enlarge
Tom Cruise had never been better prepped. To read to a tentful of tots at a June 9 carnival in L.A. benefiting the Elizabeth Glaser Pediatric AIDS Foundation, he chose Where the Wild Things Are, by Maurice Sendak, and Dr. Seuss's And to Think That I Saw It on Mulberry Street—faves he has read to his two kids, Connor, 7, and Isabella, 9, "about a million times." But while girlfriend Penélope Cruz seemed rapt, some littler listeners started bouncing on beanbag chairs about 10 minutes in. Cried Cruise: "I'm losing my audience!"

After all, why sit still when you could test your surgical skills against Lisa Kudrow's in a life-size version of Operation or clobber pop-up alligators with Everybody Loves Raymond's Patricia Heaton? "Because I'm whacking my husband every week on the show, they figured I'd be good at it," said Heaton, one of dozens of celebrity volunteers at the annual fund-raiser, which raked in $2 million. Kathy Griffin oversaw the Rubber Ducky Dash. "It was brutally competitive," she reported. "Forest Whitaker hit me with a duck." Meanwhile, Jennifer Connelly regaled son Kai, 4, and other kids with Seuss's The Lorax. "It's his favorite," said her beau, A Beautiful Mind's Paul Bettany. "I've heard Jennifer read it about five times." By Cruise's count, that leaves 999, 995 times to go.

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