Katie Holmes' daughter burst into tears at a Beyonce Knowles concert on Tuesday night.
Three-year-old Suri Cruise - Katie's daughter with husband Tom Cruise - was initially thrilled as she sat with her mother behind velvet ropes in the general admission section of the Rod Laver Arena in Melbourne, Australia.
But when Beyonce took to the stage to perform her hit 'Crazy In Love', Suri started crying, hiding her face in Katie's coat to escape the bright lights and noise.
As soon as the number was over, Katie and Suri hurried out of the stadium, returning 15 minutes later with a pair of industrial ear-muffs for the toddler.
A source said: "We were all a bit shocked when they left after the first song, but they were back before long, with Suri wearing a huge pair of earmuffs.
"She was much happier after that, and clapped and danced to the rest of the concert."
Katie, Tom and Suri have been living in Australia for the past two-and-a-half months while Katie films new horror movie 'Don't Be Afraid Of The Dark'.
They are expected to return to New York this weekend.