Tough-guy actor James Woods' gorgeous young girlfriend -- who's 39 years his junior -- is crushed that the star is refusing to marry her, say sources. Blonde beauty Ashely Madison was heartbroken after the 64-year-old "Shark" star failed to cough up and engagement ring for her 25th birthday recently, a friend of the couple told The Enquirer.

"Ashley loves James madly and has stuck with him under very difficult circumstances for a long time. Despite their huge age difference, she feels like they're soul mates, and she's thinking about marriage  and children. Pals are telling her that she ought to give James a marry-me-or-set-me-free ultimatum after her birthday came and went without the wedding proposal that she'd secretly hoped for."

Twice-divorced Woods has known Ashley the daughter of his best friend and golfing buddy- since she was 5. They began dating when she was 19.