Mary Lee Mapother--also known as "the Merry Mary Lee"--spent a week planning her divorce and told her only son to keep a suitcase by his bed. He packed his baseball glove--the one that once had blood on it --and then waited for his childhood to end at the age of eleven. It would be he and his three sisters, their mother, a station wagon, and a car radio racing from Ottawa to the United States border, and no one dared tell his father--lest there a high-speed chase. Finally, the clock hit 4:30 and a morning the father was out of the condo, and Mary Lee shook her only son on the shoulder---as if he weren't already sleeping with one eye open. The coast was clear, not to mention the highway, but Mary Lee's head was not. She cried in the car for two mintues, laughed for two more, sang along with the AM radio on it, the more she looked in the rearview mirror, and the more her only son sat up straight.

"We felt like fugitives," he says now. And by the time they pulled into Kentucky---muffler and mother intact--Thomas Cruise Mapother IV was essentially a parent. It was 1974.

A gray hair or three have settled in around his temples, "Getting old, man," Tom Cruise says. It is 22 years, eighteen movies, one stepfather, two wives, and several Porsches later, and Thomas Cruise Mapother IV is not about to have a Thomas Cruise Mapother V. Instead, he has one-year-old Connor Antony Kidman Cruise ("Cool name, huh?"), who is eating sand out of a sandbox and repeatedly saying, "Mine, mine, mine" to every person, place, or thing he sees.

Cruise, all of 33, has never been more paternal than right now, and this is saying something. He and his goddess of a wife, Nicole Kidman, are overseeing a family of two, and he and his former CAA agent, Paula Wagner, are overseeing a Paramount-based production company of nine. If their first feature--the movie version of Mission:Impossible, starring Cruise, Emmanuelle Beart, Jon Voight, and Henry Czerny, and directed by the desperate Brain De Palma--doesn't self-destruct starting May 22, it might be because when producer Cruise was not changing his son's diapers on the set, he was changing the movie's ending.

Caretaking suits him;always has. His sisters--two of whom are older--used to bring their boyfriends home for his stamp of approval, and he could spot horny a mile away. "My sister Mary couldn't figure out for years why this guy wouldn't kiss her," he says. "Well, because I told him not to. The guy was a year older than me, but I said, 'If you kiss my sister, I'm going to kill you, man. I'll kill you.' Because I knew he had another girlfriend. But poor Mary, she just wanted this guy to kiss her and couldn't figure it out."

He would have fought his mother's boss too, if it were allowed. Mary Lee worked four different types of jobs after the divorce---teaching, sales, etc.---but had no idea one would involve manual labor. Her boss at a certain appliance store asked her to move a washing machine. ("By herself!" Cruise says), and she slipped a disk in her back. She was in traction for more than eight months; a friend of the family had to move in; and her boss ignored her. "This guy, he was not a good guy," says Cruise, who was twelve at the time. "He didn't pay for it, said it was my mother's fault. Here she had four kids, and he didn't give a shit about his employee. My mother's not a bitter person, but I remember just being very, very angry about that."

If his father, Thomas Cruise Mapother III, had paid even a cent of child support, it would have lessened the drama. But there was no check in the mail. They had deserted his father in the middle of the night ("Uh," says Tom, "I think with Canadian law, he could've kept us in the country if he had found out we were leaving"), and all connections to his bank account ceased. Their father-son moments-- predivorce--had been convoluted. They took a two-hour drive to go skiing once and young Tom grew hungry en route, yet his father preferred not to stop. Rather, he asked his son to eat imaginary food. "So, we created these sandwiches," Cruise says. "It was like, 'What do you want on this sandwich?' 'Oh, I want ham on the sandwhich.' 'What else?' 'Lettuce.'We really took a lot of time to create this sandwich, and then we took a lot of time eating it. With chips and soda. And we had nothing."

There were also violent games of carch. Cruise says his father actually tried teaching him how to catch a baseball by whipping it 65 miles per hour to his nine-year-old's body. "Well, every kid's a little afraid of that hardball," Cruise says. "So, he'd take me out there---and this guy's six foot two--and he'd just start lightly witht he ball, then just start hammering this baseball into my glove. The ball'd be bouncing off my head. You know? You know? Sometimes, if it hit my head, my nose would bleed and some tears would come up. He wasn't very comforting."

After the 4:30 A.M. escape, they spoke only twice in ten years, including the night his father found them in Kentucky and invited Tom and one of his sisters to a drive-in movie. He was merely hoping to sweet-talk Mary Lee back into his life, but soon she remarried, and in time Tom dropped Mapother form his signature. As this remorseful man lay dying of cancer in 1984, Cruise agreed to see him and held his hand, but never came to terms with the schism. "It's just complex," he says.

He had, for almost twelve years, but it behind him, until--just as Mission:Impossible was about to be shot--Connor Cruise arrived special delivery from an adoption agency.

Having a son means another game of catch in the backyard.

Uh-oh.

He is parenting a film too. Tom Cruise gained custody of Mission:Impossible in 1993, after it had been on a Paramount easel for the previous eleven years. Various screenwriters had attempted to resuscitate the televison series---based on sort of a CIA with in the CIA--but the project was still in the gutter when Cruise had one of his raging brainstorms. "I said, 'I'd like to make a movie out of Mission:Impossible, he recalls, "and a lot of people were like, 'What a ridiculous...' And then The Fugitive came out and did great, so...."

The late Don Simpson did not call him "Laserhead" for nothing. Cruise is a walking--no, make that running --talking advertisement for the 27-hour day, and if dozens of different writers had failed to revive Mission:Impossilbe, well, they ahd just had the wrong general.

His passion for the movies surged the day he saw Star Wars-- "Saw that movie about fourteen times as a kid," he says--but the action movie that would touch his soul most was Midway, and he saw it on a day he was supposed to be mowing a neighbor's lawn. "I remember rushing through," he says. "This woman kind of complained I wasn't doing a good job on her yard, and I said, 'Look, I'll finish it later. You don't understand. Midway! The airplanes!"

This was the same boy who, as a four-year-old, had tried skydiving from his roof using bedsheets as a parachute. "Buried myselfin the mud," he says. This was the sameboy who, at sixteen, thanks to the six-pack in his stomach, would drag-race Mary Lee's car down a slick, two-way New Jersey street. He was an action movie waiting to happen, and, from the moment he saw Midway, Tom Cruise searched for the ultimate trapdoor movie. Mission:Impossible apparently is it; Top Gun and Days of Thunder were mere preliminaries. That he is producing it himself--making his own Midway, only on a train--sweetens the scent.

The details of this $64 million (and ticking) Mission:Impossilbe, fittingly, have been kept top secret. Only one figure remains intact from the TV series--Peter Graves character, portrayed by Jon Voight-- whereas Cruise's character, Ethan, is a secret agent who inconveniently develops a conscience. There is an eventual resolution in a final train sequence froom Risky Business--but the ending was so many rewrites in the making that writer Robert Towne had a perverse deja va from Chinatown.

Cruise, before shooting the movie, was motivated by fear, as usual. But he had nothing on his chosen director, Brian De Palma, who was a cappuccino-drinking, cigarette-hoarding wreck. Cruise and De Palma had met socailly years before, back when De Palma's The Untouchables had singulary either launched or relaucnched the careers of Kevin Costner, Sean Connery, Andy Garcia, and Robert De Niro. basking in the acclaim, De Plama says, the director threw himself back into genre frilms--unsuccessfully, at least in a commercial sense. Not he needed a Tom Cruise more than ever.

"No question about it, that's why I made his movie," De Palma says, referring to his maligned career. "I made some movies since Untouchables that were catastrophic. I mean, Bonfire. Yes, Bonfire." He locked himself in his San Francisco den for quite a while after that disaster, reading each grotesque review from top to bottom and wallowing in his own overloaded self-pity.

"I did I take it hard? Absolutely," he says.

"You cannot work, you cannot work. When you spend two years making a movie an dno one sees it....it hurts. You take it personally. Today,they still talk about Bonfire of the Vanities as the great catastrophe of the '90s. Every time that's mentioned, that's another spear in your heart."

His attempts at commericial redemption were futile. "I thought it'd be Carlito's Way, and it wasn'," he says. "I looked quite a while, I'd say. Raising Cain was a genre piece, but because of the sophisticated story line...it confused people more than it shouldn've, so that didn't work. So I said, 'Well, I'd better change everything and go back to Untouchables.' Take a TV piece people were familiar with and make something new out of it.

"Please remember, Untouchables wasn't a movie star-driven piece. Costner was not Costner then. Andy Garcia was not Garcia, and De Niro--that movie rehatched his career as a gangster. And Sean hadn't had a big hit. But this--Mission--you're going in with this huge movie star who wanted to make an action picture."

Cruise, meanwhile, had adored some sequences from Carlito's Way, and said, "I'd want to see that movie." So, the two of them--the odd couple of Cruise and De Plama--brought in a relative Murderers' Row to write it.

The first screenwriters to be hired, then fired, were Gloria Katz and Willard Huyck of Indiana Jones and the Temple of Doom fame. Cruise says it was "the worst feeling" to terminate them, but De Palma, on a scale of 1 to 10, was going for 99. Steve Zaillian of Shindler's List fame could commit for only six weeks, but he and De Plama broke only for cappuccino and mapped out a story line from scratch. "Six weeks, every day," De Plama says. "I mean going over every way to go about this story, staring at each other across the coffee table until we came up with a scenario."

Zaillian then passed the baton to David Koepp, who had written Jurassic Park and had remained a De Palma confidant since Carlito's Way. The two lived on Snyder's Sourdough Pretzels --"Our good-luck pretzels," Koepp says--until De Palma eventually drove Koepp back to Marlboros. "I had quit smoking," Koepp says, "but starting on a spy plot started me again. I guess I'll quit again---at least unitl the sequel." Koepp eventually returned to his directional debut, Trigger Effect, which is when Cruise dummoned his own right-hand man from way back, Robert Towne.

Clearly, Cruise was no hands-off producer. As the film got under way in London, rumors circulated back in the States about rampant tension on the Mission set, and Cruise does not deny them as much as qualify them. "I mean, there was pressure, there's always pressure," he says. "But no tension between Brain and myself. Listen, he's the director; if he says, 'We're going this way,' what am I going to say? But, I think, it's, like, tension to me is when you hear stories about two people not talking at all okay? If he says, "Tom, this is the way I'm going to go with it,' I'm not one of those guys who says, 'Well, I'm not shooting if you're going this way.' To me, that's tension okay?'.....It was never 'I'm not showing up' of 'I'm not doing this.' Or Brain putting his hands up and going. 'Fuck you, I'm out of here.'"

But there were firings and there were battle royales behind closed doors. "Yep, no shortage of opinions on this movie," Koepp says. "No one was going to roll over and let the other's creative opinion rule the day....We all have egos." Cruise is an optimist of Churchill-like proportions, and when he heard people scoff at his repuest for a 175-mile-per-hour wind tunnel for the final train scene, he axed them. "There were a couple of people who said, 'Can't do, can't do, can't do,'" Cruise says. And you just don't say "Can't do" to Laserhead.

Coworkers who got on Cruise's good side during Mission:Impossible (via hard work) would be invited go-carting, or to weekly movie premieres, or to his London flat for dinner. Others were shut out. "Absoultely true," says one of his costars, Henry Czerny. "If he likes your energy and it jells with his, no question he's thrilled with you. Which is wise. Why surround yourself with people who make you fell like shit?"

The inner circle was small, but rowdy. Czerny remembers having dinner with Cruise and his wife--and members of the Mission crew---at a rustic Prague restaurant, when Cruise and Kidman suddenly began belting out show tunes from The Music Man and Oklahoma!" "The restaurant had a piano player, and that's all it took,"Czerny says.

Of course, a charter member of that inner circle is Emilio Estevez, who appears in Mission, if not for other reason than to keep Cruise sane. "They're like two kids in the back of the classroom who can't stop talking to each other," says Voight. "He had us over for dinner to be cordial one night, and Tom shows up in a T-shirt, and he's giving cigars out. It was almost a down-to-earth energy. But, boy, he and Emilio had those cigars, and I must tell you, those two laughed for nothing. You know when you don't know why you're laughing? Well, they laughed twenty mintues straight. So I laughed too.

"So, the next day, he comes to me on the set and says, 'Was I out of line? I didn't mean to be rude.' See, on the one hand, Tom is wonderfully wild, but on the other, he's sensitive."

And on yet another hand, relentless. From the monitor, Cruise would study what his stuntman did and then step to the plate himself. For instance, Cruise does a full Olga Korbut flip on top of the train with the 175-mile-per-hour wind spewing in his face; hangs upside down while downloading information from the CIA's main frame; and --in a stunt that should have required a life-insurance policy-- eludes a 30-foot wave.

"It's a scene where we blow up a resturant with all these aquariums in it," De Palma says. " And tons of water comes cascading around Tom. We had done it with the stunt guy, but we said, 'Tom, we have to do it with you or it's not convincing.' He walked over to me with the sweetest look on his face and said, 'Brain, I'm only an actor.' I said, 'Tom, just do it,' and he did it. But I swear he could've drowned."

It was the movie that would not end. There were 4 A.M., last mintue faxes volley-balled to Towne, to Koepp, to Towne again, begging for revisions, and all were mostly De Plama's doing. He had read Towne's original ending to the movie, had hated it, and had gone to Cruise with an alternate plan. "Bob thought we could resolve the movie with a character revelation in the boxcar, leaning toward a Maltese Falcon type of ending," says De Palma. "I'd constructed a high-speed chase scene on top of the train, and thought the movie needed the visceral ending, we would've saved millions of dollars. Tom arbitrated, and, at one point, I said, 'Let's try Bob's.' But, in the end, Tom ultimately sided with me."

Towne, told of De Palma's explanation, chuckes. "That's fine with me, he says. "It was a little more complicated that that, but what the hell. I went out and worked on his ending and kept some of the things I had. It was actually the same thing that happened in Chinatown." Cruise, being the man of the house as usual, was the liason between the two.

"I never worked harder on a movie in my life," says De Palma, whose fingermails will be nonexistent by the time this movie premieres.

And what if it's another Bonfire? "Not even considering that possibilty." De Palma says, before sighing. "I guess then I'll go back to New York and start making street pictures again."

Only one person was sleeping on the job: Connor Cruise.

The movie's powers-that-be gathered hectically one afternoon to choreograph the intricate tarin scene, and this group included De Palma and the art director and the actors. Cruise, himself, walked in puntually--as always--but he had company: one-year-old Connor, in a Snugli. The meeting was called to order, when Cruise suddenly asked for absolute silence. Connor--or "Con," as he tends to call him--had dozed off.

"We couldn't talk too loud because Connor was sleeping," Voight recalls fondly.

Cruise says he and Kidman cannot bear to be seperated from their two adopted children. His daughter, three-year-old Isabella, calls her parents her "dears" and her "darlings" and orders them to perform The Little Mermaid and Winnie the Pooh in her bedroom. "When we're in her bedroom, she's the teacher and we're the children," Kidman says of Isabella. "She's bossing us around. She's 'Now, darlings, sit down and I'll sing you a song.' Then she'll be mommy. She'll order us to sleep on her bedroom floor, and Tom.....well, Tom he falls asleep."

Isabella and Connor were in Prague and London during Mission, and, on days when Kidman was rehearsing Jane Campion's Protrait of a Lady, Isabella would spend half the day in school and half the day pouncing in a director's chair. "Tom would say, 'I'm over here, honey,'" Voight recalls. "You'd hear a 'Where Daddy?' and then you'd hear a 'On top of the train, honey."

Connor, in the interim, would be safe with his bottle in a trailer, although Cruise would take whimsical, mad dashes to see him. "I mean, he'd disapper," Voight says of Cruise. "So one day I said to myself, 'I'll follow him.' We're shooting, and just as they're about to say, 'We've got the shot!' he's moving. He's moving quick. He's picking up the pace, and he doesn't notice he from behind. Now, all of a sudden we're running our butts off, and I say 'Sonofabitch, I'm gonna catch you.' Well, I chased him right back to the camper. That's where his kids were."

Imagine if they were his own children.

"These are my own," Cruise snaps.

"These are my own kids">

The insensitive rumors pile up, nevertheless, and a perturbed Cruise knows he must address each one of them. That he cannot father a child. That he is actually gay, and that his marriage is a sham. He has read and heard these in countless places, and his lawyers stand on guard.

Asked if he thinks he and Kidman will have "biological" children together, he says, "You know, I think one day we will....It's not about career. It's about....Look, we wanted to adopt. But these children, they couldn't be my children any more....It's.... These are my kids. Without question."

And how many children would they eventually like to parent? "I don't know, I dono't know," he says. "It depends on Nic. We keep talking about four or five kids. But, I don't know. Maybe just two. Who knows what'll happen, you know? I just want to make sure we can give the kids the attention. You start getting four kids, it starts to......it remains a problem through the years."

Kidman seems similarly intolerant of the infertility question: When she is asked why they adopted, she answers with an acerbic "I don't want to get into that. Some things are personal. We adopted Isabella because she was meant for us." She also does not rule out her own pregnancy--at age of 28, her clock has not even begun to tick. "We're both exhausted," she says at the thought of more babies. "If we adopt more or if I give birth to a child-- which I'd love to do--it'd be when we can give them the most love we can give. Right now, our hands are full. Maybe that will be different in five years, but right now we're trying to give them their own time so that they have their attention they deserve. Right now, I'm not capable of anything more."

Cruise, meanwhile, is far less capable of dealing with the rumor that he's gay--not because he is homophobic, but because it calls into question the most remarkable, buoyant, romantic relationship of his young life: his marriage. "Let me make this very clear," he says in his very assertive voice. "Let me make that thing clear. If any person is so fucking cynical at that that....You know what I say abou that--basically, that it's attacking my relationship. It is a hard-line cynicism, and I think it's absolutely disgusting that someone would say that.

"It's ridiculous, it fucking pisses me off. Personally, I have nothing against that at all, but this is my relationship and I'm being called a liar about it. I'v called lawyers. I say, 'You want to say that?' Fine, go ahead, you fucking prove it.'"

To understand the reasons for Cruise's venom is to understand the first moment he shared oxygen with Kidman. Towne, who had first noticed her in the 1989 movie Dead Clam, had thought her exotic enough to suggest a three-way dinner meeting prior to the shooting of Days of Thunder. The men arrived early to the particular restaurant---Toscana, in Brentwood---saw her waltz in, and Towne recalls the sound of Cruise's eyes dilating. "From the moment they met, it was very easy," Towne says. "No one had trouble talking."

Kidman, after hearing Towne's play-by-play, offers one of her routine, caustic laughs and says, "Everyone tries to take credit for it. We'll give it to Bob. He can have it."

If nothing else, it was friendship at first sight, and Cruise finally had someone to purposefully lighten him up. He describes himself in that late-1980's era as "too tense" and "too controlling", but the revelation in Rain Man that he could pull off a complicated chararcter transition eased his mind, and then Kidman added the dash of serenity.

They were driving one day in his Porsche, heard van Morrison's version of "Someone Like You," and the symmetry simply kicked in.

I've been searching a long time for someone exactly like you/ I've been traveling all around the world waiting for you to come through.....

"It's our song," Kidman says. "Oh no, That's corny. That's embarrassing. Listen, when I first met Tom, he was at a stage of being one of the biggest stars in the world, and he was young, and he wasn't happy. We met, and we said, 'Wow.' I wasn't a star, but --like that song says--I was looking for someone who could spend the rest of their life with me."

They have skydived, scuba dived, and taken dance lessons, and are planning to track Great White Sharks off the coast of Australia. He says, "I like to live in the red zone," and she says, "We have that kind of thing in common. It's not like you're trying to fit a square peg in a round hole." This summer theyt will do their third feature together, Eyes Wide Shit, a Stanely Kubrick film that Cruise calls "a movie about sexual obsession and jealously."

So this does not appear to be a cover-up marriage of any proportion, and the outgrowth has been a more secure, irrepressible Cruise. He will not wash out his gray hair, and will no longer accept the more predictable tennage roles. Cruise and Wagner's next production, for instance, is Pre, from Towne's srcreenplay aobut the legendary runner Steve Prefontaine, but Cruise defiantly refuses to star in it. Towne can see him clearly as Pre, shaggy hair and all, but Cruise says, "I'm 33, and the character has to go from 17 to 24. Didn't think I could do the roles justice."

Cruise's next project is ironically not about a sports figure but a sports agent. It is named Jerry Maguire and was written astutely by Cameron Crowe; Cruie's character is pushing 40. "Getting old, man," Cruise keeps saying. He says only two men in his family have ever lived past 50--a grandfather and an uncle--and perhaps this explains the 27-hour days of Tom Cruise.

He was dreamed of action movies since he was a kid: He just didn't know that he was living one, then and now. The backyard bloody noses, the countless schools, and the 4:30 A.M. escape were not vulgar escapades that hardened him; they softened him up into what he is today:civil, color-blind.

For instance: He leaves the Los Angeles restaurant Madame Wu's, sees a Brazilian woman circled by ambulances, and screeching his Porsche to a halt. It is raining, she has been struck by a car moving 45 miles per hour, she has a broken leg, and she is howling uncontrollably. "I have no money," she is wailing. "It's gonna be my birthday soon......Don't let me die, don't let me die." So, Laserhead melts. He has no jacket, and he is soaked to the bone, and his hair is matted, and his kids and Kidman are waiting at home, and the paramedics are competent, but he is now the boss. He holds an umbrella over her, tells her ambulance to proceed to UCLA Medical Center, meets her there after midnight even though he has a 7 A.M. Jerry Maguire rehearsal, and foots the $7,000 bill.

For instance: When Voight's 80-year-old mother was failing health, she visited her son on the Mission set in Prague, and was smitten by Cruise. On her deathbed, she dutifully told Voight, "Tell Tom I send my love. I like him. I like him because he's real."

For instance: Connor Cruise, the one-year-old who has helped clarify Tom Cruise's like, is black. The actor will not elaborate on his and Kidman's decision to adopt him, saying only, "That's his story, and our story together, and I don't want our relationship-- and the and the same goes for Isabella--to be defined before he can define it himself. And if he wants to tell hsi story when he grows up, you know, he'll tell his story."

But having a son means remembering your own story. Having a son means another game of catch someday in the backyard.

"Look," says Tom Cruise, laughing cautiously. "I'm going to gently lob the ball to him. I may just go underhand and have him say, 'Faster, Daddy.' And I'll say, 'Okay.' But it'll still be underhand. Underhand."