KATIE HOLMES has been rocked by a one-two emotional punch.

First, she discovered that budding boyfriend and “Mania Days” co-star Luke Kirby was still seeing his former girlfriend, Andrea Sarubbi, on the sly.

Then, just when she needed her daughter most, little Suri was whisked away for a luxurious vacation by Katie’s ex-husband, Tom Cruise.

The situation has taken a toll on Katie, and she broke down as a result of the stress, say sources. “I’ve never seen Katie look so gaunt and exhausted,” a friend of the actress told The ENQUIRER.

“She’s like a shell of her former self. It wasn’t long ago that Katie seemed so vibrant and full of energy. “She was brimming with life and hope for a future with Luke. But when she found out he still had feelings for Andrea, she broke down in tears.”

As The ENQUIRER reported in our June 17 issue, co-stars Katie and Luke – who have been shooting sexually charged scenes together – seemed to be making sparks off-screen as well. On May 21, the two were spotted strolling together in New York’s Greenwich Village before stopping at a trendy Middle Eastern restaurant for lunch. They had also been spending time together in Katie’s private trailer, as well as at her Manhattan apartment, where they rehearsed their lines. But the cozy friendship may be coming to an end.

Sources say that even though Luke, 35, had moved out of the Brooklyn apartment he’d shared with costume designer Sarubbi earlier this year, Katie recently learned the two remained in contact.

“Luke talks about ANdrea Andrea as if she were still his girlfriend, even though they aren’t living together anymore,” said another insider. “And that’s hurt Katie deeply. “She thought they were on the fast track to a full-on romance.”

Under normal circumstances, Katie, 34, would pour herself intomothering 7-year-old daughter Suri to get through the difficult time.
But right when she learned the truth about Luke, ex-hubby Tom, 50, whisked the youngster away on a fun-filled weekend trip to the prestigious Greenbrier resort in White Sulphur Springs, W.Va. Suri flew to the posh resort aboard her dad’s private jet for the June 8-9 weekend. Father and daughter shared a private cottage on the complex’s lush grounds.

“Suri and Tom were having a great time together,” said a source close to the actor. “They went swimming together in the large pool. They shared ice cream cones and took long walks around the resort. “They had tons of fun.”

While Katie’s rep says it “isn’t true at all” that the actress is feeling abandoned or that a relationship with Luke and Tom’s daddy-daughter trip with Suri have caused Holmes an emotional blow, the insider maintains that Katie has “never felt so alone.”

According to sources, the weight of her troubles finally came crashing down on June 13 following a speech she gave at a charity event in Fairfield, Conn. Speaking before a crowd of 600 at the annual Rose of Hope luncheon to support Bridgeport Hospital’s Norma F. Pfriem Breast Care Center, Katie shared her own mother’s battle with ovarian cancer, something she rarely discusses publicly. Katie told the crowd: “I don’t know anyone who hasn’t been affected, directly or indirectly, by this disease (cancer). She added: “It can leave you with that sense of helplessness.”

After the speech, the actress “completely crumbled,” the insider revealed. “It was heart-wrenching for her to bring her mother’s cancer battle up, especially on top of all that was going on with Luke and Suri. “Katie feels as if the rug has been pulled out from under her. She’s really showing the strain.”