From PEOPLE Magazine Click to enlarge
It was a scene straight out of a Tom Cruise blockbuster: the hero in the cockpit of a 1944 P-51 Mustang fighter plane, a beautiful girl on the tarmac, and the roar of the jet's engines as it tore across a Mojave Desert sky. But on this March day there were no movie cameras, just a pumped-up Cruise at the controls of his own plane—emblazoned with the words "Kiss Me Kate"—while his very pregnant fiancée, Katie Holmes, and the crew from a GQ magazine shoot looked on. "Tom performed a perfect landing," says photographer Brigitte Lacombe. "Then he jumped out onto the runway in his flight helmet. It was perfect." And what did Holmes think? As she later told the crew, "I feel like the coolest girl in the world."

Welcome to everyday life for Katie Holmes—a maximum-speed zone in which your mission, should you choose to accept it, goes something like this: Keep up with the planet's most turbo-boosted actor. Become an instant stepmom to his kids and best pals with his mom and sisters. Delve deeply into the religion that sustains him. And prepare for the life shift that comes with motherhood. "Kate—she's just cool," the actor tells the May issue of GQ. Cutting loose on everything from learning the pregnancy news ("she did the whole stick test") to buying that sonogram machine ("I have it strapped to her 24 hours a day," he joked), Cruise, 43, makes it clear that he has been closely involved in Holmes's pregnancy. And his cushion-hopping enthusiasm? Undimmed. "I taught her how to ride a dirt bike in an hour and a half," said the adrenaline junkie, adding that Holmes has since received her scuba license and is planning on her pilot's license. "She's a very quick learner."

There has been a lot to learn—a fact that has prompted speculation that Holmes, 27, has become somehow trapped in Tom World. Interviewing Cruise for Parade, contributing editor Dotson Rader says that when Holmes entered the room, she appeared to be "in a hypnotic state. There's this vague placidness. From the time she arrived until she left, she never stopped smiling," says Rader. "It's a mirthless smile."

Those close to Holmes scoff at such talk and say she thinks for herself, period. Notes one source: "She has a good head on her shoulders." Nor has her demeanor seemed unusual to those she encounters at her favorite spots. At Soolip Paperie & Press in West Hollywood, where Holmes turned up on April 6, "she was very happy," says owner Wanda Wen, "and in a calm mood."

Still, there's no denying that Holmes's life has done the kind of loop-the-loop Cruise relishes pulling in his planes. Little more than a year ago, she was a busy young actress living in Manhattan with an eclectic mix of friends who "was always up for anything," says a former pal who hung out with her just days before she first met Cruise and, like many East Coast friends, hasn't heard from her since. "Nothing about her was ever robotic." And growing up in Toledo, Ohio, says a relative, "she was very thoughtful and affectionate," as well as "very adventurous. She loved skiing, golf, basketball, Wiffle ball. She enjoyed trying new things."

That much hasn't changed. Not long after being swept off her feet by Cruise, Holmes embraced life as a soccer stepmom to his kids Isabella, 13, and Connor, 11, and put a promising career on hold: She did no publicity for the comedy Thank You for Smoking and has no future projects lined up. Instead, her pregnancy has been spent globe-trotting by Cruise's side, shopping in Beverly Hills, cheering on Connor and Bella at their sporting events and regularly—after stopping by Starbucks or Peet's Coffee & Tea—visiting the Church of Scientology Celebrity Centre International about six miles from the Beverly Hills house she shares with Cruise. Prepping for the baby, Cruise told GQ that the entire family has been "studying what a woman goes through," adding that when it comes time to deliver, "we're gonna try to do it without [drugs], but it'll be up to her." As for the Scientology "quiet birth" technique, "it's really about respecting the woman," Cruise said. "You want to keep things as calm as possible."

Sure to be offering encouragement are Cruise's sisters Lee Anne, 46, and Cass, 41, and his mom, Mary, 69, all of whom are fixtures at the Cruise compound, a heavily guarded estate monitored by surveillance cameras and a round-the-clock security detail where the family often gathers to eat dinner. "His family is so intensely close," says a Cruise source. "[Scientology] is something that binds them. It's almost like they have their own language. [The house] is like this little town up there. It's really insulated." Scientology members stop by regularly, including Jessica Rodriguez, 30, who was Holmes's companion throughout much of last summer. As for the Holmes clan, the actress's three siblings and parents Martin, 61, and Kathy, 59, still reside three time zones away in Ohio—though Kathy has been with her daughter throughout much of the pregnancy. In an interview with Diane Sawyer on ABC's April 14 Primetime, Cruise refuted reports of friction between himself and his future in-laws: "You can't believe any of that stuff."

But the main challenge of life as the future Mrs. Tom Cruise is keeping up with a fiancé in perpetual motion. Even as Cruise looks ahead to being "the best father," as he told GQ, he's not exactly hitting the brakes: Mission: Impossible III premieres in Rome on April 24. (When asked if he might miss the premiere because of the baby, he replied, "Won't happen.") In planning his life with Holmes, "I wanted someone you could share everything with," he said. "I don't sleep much, and I like adventures. I wanna do. Let's get it goin', you know? And that's Kate."

  • Contributors:
  • Lycia Naff/Los Angeles,
  • Alexis Chiu/Los Angeles,
  • Tom Cunneff/Los Angeles,
  • Alison Singh Gee/Los Angeles,
  • Elizabeth Leonard/Los Angeles,
  • Brenda Rodriguez/Los Angeles,
  • Sharon Cotliar/New York City,
  • Barbara Sandler/Chicago.