Katie Holmes “looked like a deer in headlights” during her marriage to Tom Cruise, Jenny McCarthy claims.

During Thursday’s episode of her eponymous podcast, the actress recalled being friendly with the former couple while she was dating Jim Carrey, noting she would pull Holmes aside at social gatherings to ask her if she was alright.

“At that time, she looked like a deer in headlights. This was well into the marriage. During the wedding part, she still seemed like Katie, but into the marriage it seemed there was a shift in her,” McCarthy claimed.

The model said that Holmes seemed uncomfortable with Cruise’s involvement with the Church of Scientology and the alleged “handlers” from the religion he surrounded himself with.

“They would come over and Tom would have his group and they would just follow him from room to room,” McCarthy recalled. “Those handlers are there because they don’t want them to stray or say the wrong thing.”

The “Scary Movie 3” actress also remembered attending Holmes and Cruise’s 2006 nuptials.

“The juxtaposition between Katie at this time and Tom’s world were very polar opposite,” she shared.

“So Katie has her maid of honor go up there and say, ‘I met Katie when we went to high school together, we used to party, we used to drink beers and get kegs and we had parties and sleepovers!’”

McCarthy described the speech as “very Midwest” and “adorable.”

Cruise, however, chose Church of Scientology leader David Miscavige as his best man, who delivered a much different speech.

“It was 30 minutes long, about how Tom and Katie are now going to be the most important couple in the world. I’m sitting next to Will Smith, JLo, Jim, the crème de la crème,” she noted.

According to McCarthy, Miscavige “went on and on” about how there is “no other powerful force, mega celebrity duo” like the former couple.

“I was so shocked and I was looking around at everyone’s faces and I could just see all of Katie’s family going, ‘What? What?’”

“Even Katie, I was watching Katie’s face, just like trying to smile her way through it.”

McCarthy also recalled sitting with the “immediate circle” at the exes’ rehearsal dinner where she had an unsettling interaction when she tried to hold their daughter Suri, now 20.

“[Holmes] had just had her baby and we’re having dinner and all of a sudden I see the nanny bring out the baby over to Katie… I went over and I said, ‘Can I hold the baby?’

McCarthy claimed that after she asked, the entire room glared at her.

“It looked like ‘Rosemary’s Baby,’” she quipped about the odd interaction. “I got the Scientology stare.”

“Once I gave back the baby, everyone went back to their conversations. I just thought to myself, ‘OK, I am in the belly of the beast right now.’”

She added, “I’ve never been so scared in my life.”

McCarthy also claimed that Cruise was “always trying to lure” her and Carrey to join Scientology and though the actor is a “very nice human being,” he always seems “programmed.”

Page Six has reached out to reps for Cruise and Holmes but did not immediately hear back at the time of publication.

Cruise joined the Church of Scientology in 1986, after being introduced to the religion by his first wife, actress Mimi Rogers. He has since become one of the church’s most prominent global advocates and members.

After Holmes began dating Cruise in 2005, she too became involved in the church. However, she filed for divorce in 2012 and immediately left.

The primary motivation for the split and her exit from the church was to protect their daughter, Suri, from being raised in Scientology.

Suri has been estranged from her father since the divorce and legally dropped his famous last name in July.