On the morning of his 34th birthday, Ryan Phillippe left LA’s chic Coco de Ville lounge at 2 a.m. with his hat pulled low over his eyes, clearly in no mood to celebrate. “He looked glum,” says a witness who hung out with the star on September 10.

“I’m so old,” Ryan complained.

“I told him he wasn’t,” says the witness. “He told me, ‘I’m too old for this town.’” Moments later, Ryan left alone.

“He’d spent most of the night in the VIP section, drinking and not talking much, even though he had girls all around him,” the onlooker says.

Ryan’s girlfriend, 26-year-old Abbie Cornish, was stuck in her native Australia on his birthday.