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Britney Spears is said to be 'absolutely devastated' at losing custody of her two sons.
'Those boys are her world and, if she loses them for good, she's lost absolutely everything,' says a close friend.
'We are all hugely worried about her mental health.'
Britney, 25, was ordered by a judge to hand over her sons to ex hubby Kevin Federline because she was unable to prove she'd stayed clean of drunk and drugs.
'We weren't able to prove compliance with what the judge ordered,' says her lawyer Sorrell Trope.
Kevin, 29, who has temporary custody of Sean Preston, 2, and Jayden James, 1, also tried to help Britney change her ways for the sake of the boys.
'He tried to reach out to Britney but she won't take advice from anyone,' reveals a friend.
'He's genuinely worried for his boys and thinks the best place for them is with him.'
Britney handed her children to Kevin yesterday. He is said to have made his house totally baby-friendly, even installing special child-safety gates around his pool.
Meanwhile, Britney is holed-up in the Peninsula Hotel, Beverly Hills.
'She couldn't face the thought of going home alone,' a source tells the Daily Mirror.
'Seeing the kids' toys everywhere would just be too much for her to bear. When she got to her hotel room, she sobbed like a baby.'