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They had worried about her for months. Those close to Demi Moore knew the 49-year-old star was in a losing battle against her demons, partying like a wayward teenager and wasting away to a skeletal remnant of her former self. Then, on the night of Jan. 23, her destructive behavior reached a terrifying breaking point. Around 11 p.m. paramedics responded to a 911 call from inside the actress's sprawling compound in L.A.'s Benedict Canyon neighborhood. On the telephone a frightened friend told the operator that Moore had "smoked something...similar to incense"-followed by another friend who described her as "shaking, convulsing, burning up." Arriving on the scene, emergency workers entered a chaotic scene. "It was a panic at the house," says a source. "It was very difficult for [the paramedics] to assess the situation." EMTs encountered a bone-thin, "out of it" Moore, so frail-looking that "they first thought she was a cancer patient who had smoked to relieve her bad symptoms," says the source. Surrounded by friends that included producer Heather Parry and writer James Krisel-and with her oldest daughter, Rumer, also present-Moore began to regain consciousness "enough for one of her friends to suggest that she didn't need medical care anymore," says the source. "But since Demi was not coherent, the paramedics took charge." Hospitalized for two days while Rumer kept vigil, Moore initially tried to brush off the crisis. "She was just focused on leaving," says another source. "A doctor tried to speak to Demi about her health and suggested that she needs to eat better. Demi didn't seem to listen. She couldn't wait to go home."

But there would be no quick fix for this crisis. Now undergoing treatment at an undisclosed facility, Moore is dealing with problems that extend far beyond the "exhaustion" her rep cited in a Jan. 24 statement. Says a source close to the situation: "Her friends were really scared." Another source says, "She needs help and I hope she gets it. I hope it's not too late." The hospitalization capped months of extreme weight loss and erratic behavior that intensified around the end of her six-year marriage to actor Ashton Kutcher, 34, in November. "She's embarrassed that her issues got out," says another source who knows Moore's inner circle. For a star who has long gone to drastic lengths to maintain her image as the platinum-standard of age-defying beauty, "appearances are paramount," says the source. "What people think of her and how she comes across is so important to her, so this is devastating."

Once Hollywood's highest-paid actress, the charismatic and "ragingly ambitious" star-as her first publicist, Michael Levine, describes her early drive-had become a fragile wisp, tormented by insecurities about her body and age as things with Kutcher fell apart. "As Demi got older, she convinced herself that she needed to stay young and skinny to remain attractive to her husband," says a source who knows the former couple. "She needed reassurance all the time that she was hot and sexy. She was not the person Ashton fell in love with anymore." Moore herself recently admitted to intense feelings of self-doubt, telling her friend Amanda de Cadenet in Harper's Bazaar that what most scares her "is that I'm going to ultimately find out at the end of my life that I'm really not lovable, that I'm not worthy of being loved."

On the 911 call, when asked what drugs Moore had taken, her friend says the actress had been "having some issues lately with some other stuff." Multiple sources tell PEOPLE that they had suspected that Moore's "issues" included her use of prescription drugs. She took pills to "curb her appetite," says the source who knew the couple. The source saw the star with a bottle of Adderall, a stimulant used to treat Attention Deficit Hyperactivity Disorder: "When she took the pills, she wouldn't be hungry. It was a way of keeping her weight in check." Adds another who has known Moore for 30 years: "She's been a mess for months."

A longtime fitness fanatic who famously completed a 22-mile bike ride hours before giving birth to youngest daughter Tallulah in 1994, Moore was down to a diet of Red Bull and not much else, say several sources. "She looked frighteningly skinny," says a Hollywood insider who saw her during Golden Globes weekend in mid-January. Accompanied by Rumer and designer Donna Karan, she wore a sleeveless dress. "You could see everything-the mechanics of her body," says the insider, who thought her appearance seemed like "a cry for help."

Moore's rep has not commented on reports that the actress (who underwent rehab for drug and alcohol addiction in the mid-'80s) was inhaling shots of nitrous oxide-sometimes referred to as "whip-its"-the night of her hospitalization, but addiction experts say the "incense" terminology used in the 911 call is often associated with a synthetic, marijuana-type drug variously known as "spice" or "K2" that can have a hallucinogenic effect.

Sources say that Moore's worsening drug use contributed to the end of her marriage. "The drug abuse was a sticking point," says the source close to the couple. "Ashton wanted her to take care of herself and get a hold of things, and she wouldn't." Moore's ex-husband, Bruce Willis, 56, also reached out. "Right before Demi and Ashton separated, Bruce went over to Demi's house to ask her to get help," says a source close to the film star. "He was worried about her and wanted her to get better. Many of her friends did the same thing, but she just wouldn't listen."

Meanwhile Kutcher's public cheating scandals in September 2010 and again in September 2011 left his wife "devastated," says the source close to her. "Demi was mortified that Ashton's infidelities became so public." After the breakup, adds the source, "she started learning more and more [about Ashton's dalliances], and it crushed her."

In fact several sources say that although Moore and Kutcher had never required total fidelity from each other in their marriage, Moore's insecurities eventually became too much. "So much had changed in their relationship during the last couple of years," says a source close to Kutcher. "A change in Demi's personality and her insecurity took the fun out of everything. She was combative and started fights with Ashton." An insider in Moore's camp says the actress could be "very controlling. Over time it pushed him away." But as the distance between them grew, says another source, Moore grew ever needier. "When she could tell Ashton was checking out, she would do anything to convince him to stay," says the source.

As Moore's well-being deteriorated, so too did her behavior. On the set of the upcoming teen romance LOL, just before Kutcher's first cheating scandal became public, Moore "was a complete wreck," says a source. At one point she gave a lap dance to a female crew member, which was "uncomfortable" to watch, says the source, because Moore appeared "out of it." A few months later, the actress danced provocatively with rapper Snoop Dogg onstage in Las Vegas, a much-publicized moment that a source says left Kutcher "embarrassed." Another source recounts an incident when Moore and Kutcher vacationed on Parrot Cay in the Turks and Caicos about a year ago. During an evening ride on a yacht, "while Ashton was somewhere out of sight, Demi came up and straddled me," says the source, a fellow vacationer. "She was acting crazy and beyond aggressive."

Around the time the marriage was imploding, Moore continued her streak of strange behavior during an industry event in New York City. "She had a forced smile on her face," says a source who spoke with her there. "She acted bizarre in the sense that she was by herself and seemed to be randomly talking in front of other people. I felt sad for her."

Finally Moore and Kutcher agreed to divorce and that Moore would make the announcement: "As a woman...there are certain values and vows that I hold sacred," she said in a statement on Nov. 17. In the wake of the split, the actress has leaned heavily on her three daughters with Willis: Rumer, Scout, 20, and Tallulah, who turned 18 on Feb. 3. With Scout enrolled at Brown University in Rhode Island and Tallulah still in high school, Rumer began frequently serving as her "wing woman," says a source. Partying together at L.A. hotspot Beacher's Madhouse on Jan. 11, Moore again raised eyebrows when she started "grinding" on 27-year-old 90210 actor Ryan Rottman. "She was always fixated on being young," says the friend who has known her for three decades. "And the only thing that tied her to that, as she got older, was her marriage to a younger guy and hanging around young people."

It's not the first time Moore has weathered turmoil. A survivor of a rough upbringing-she moved some 30 times as a child and the man she called Dad, Danny Guynes, committed suicide in 1980-Moore reconciled with her hard-drinking mom, Virginia Guynes, before her death in 1998. In the past decade she sought peace in the study of Kabbalah, a form of Jewish mysticism that emphasizes self-actualization through spiritual enlightenment. Still, the teachings are not a magic bullet for addiction, cautions Rabbi Israel Burns, who runs a Kabbalah-based 12-step recovery process in the Miami area. "Kabbalah is not a Xanax in the sky," says Rabbi Burns. "Once addicts have admitted to their problems and changed their lifestyle, they will find Kabbalah to have a deeper meaning which will help them much more."

Those closest to Moore are hoping that she is finally on her way toward getting better. Her daughters "are doing okay," says a close source. "They're there for each other, and Bruce has been there for them." Although Rumer surprised some friends by attending the Screen Actors Guild Awards afterparty just days after her mother's breakdown, "a sense of normalcy is the best thing for them right now," says the close source. "They're all going to help their mom, but ultimately this is something she needs to work through by herself." It's a sentiment echoed by Moore's friends as well. "They're happy she's getting treatment," says one insider. "They want her to get back to being the healthy, vibrant Demi they love-and miss."

  • Contributors:
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  • Pernilla Cedenheim/L.A.,
  • Johnny Dodd/L.A.,
  • Oliver Jones/L.A.,
  • Jennifer Garcia/L.A.,
  • Elizabeth Leonard/L.A.,
  • Elizabeth McNeil/N.Y.C.,
  • Sara Hammel/N.Y.C.,
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