She may be a movie star, but for 5 hours, 29 minutes and 58 seconds on Nov. 4, Katie Holmes was lowly runner F127—one of 39,085 entrants in the ING New York City Marathon. Blending in with her city-fire-department cap among the other competitors streaming through the five boroughs, the actress, 28, went mostly unnoticed until the final stretch. There she was cheered on by a crowd that included hubby Tom Cruise; his mother, Mary; her parents, Martin and Kathy; and, of course, Fan No. 1, 1-year-old Suri. Crossing the finish line, Holmes hugged her daughter and planted a kiss on Cruise. "She's amazing," he later told PEOPLE.

Even more amazing? Holmes ran the grueling 26.2-mile race after training for just "two months," she told PEOPLE at a Nov. 6 Museum of the Moving Image tribute to her husband in New York. The actress trained in Berlin parks while Cruise shot his upcoming movie Valkyrie. Her longest run? "About 18 miles," she says. Not that the marathon was a breeze. By mile 20 in the Bronx, a winded Holmes walked for a bit. Meanwhile, at the race banquet at Tavern on the Green, she let Cruise do the racing—after Suri. "She's a runner," he joked. Still, Holmes kept up a marathon pace, appearing at an event with her husband that evening—in heels. "Most people have bloody toenails and calluses after a race," says podiatrist Dr. Lisa Schoene. "But she might have really great feet." Not that they aren't tired. The next day, as she hobbled away from her table at lunch with Cruise at the Carlyle Hotel, a beaming Holmes confessed, "I'm really starting to feel it now!"