Charlize Theron swept onstage in an ocean of a ruffled powder blue dress to present the award for Best Actor. It was Jamie for "Ray," who offered an "Oh-ohh!" for Ray Charles as he took the podium. "Let's live this African-American dream," he said, thanking his managers.

"I see Oprah and I see Halle, and I just want to say your names," Jamie joked, before one of the night's most touching moments as he recalled the advice of his grandmother as she raised him to "a southern gentleman." "Now she talks to me in my dreams," he said, as his tears came. "And I can't wait to go to sleep tonight; we have a lot to talk about."

Looking elegant in black Julia Roberts made her first public appearance since having her twins. She handed Clint Eastwood the Best Director Award for "Million Dollar Baby." Clint thanked his mom, who was in the audience and noted how, having met Sidney Lumet 80, he was himself, "just a kid."

And finally, Dustin Hoffman and Barbra Streisand together presented the award for Best Film. And the Oscar went to "Million Dollar Baby," which earned a standing ovation from the VIP crowd. "Keep talking," Clint told his producer as the orchestra tried to play them off.

"And that's our show for tonight," Chris Rock wrapped up. "Goodnight Brooklyn!"

Thanks for joining us for this "Million Dollar" night. Don't miss Monday's edition of "Extra" for your complete Oscar coverage. From Chris Rock rating his own performance, to the red carpet's hottest looks to the winners reactions as they party at the night's hottest after-parties, we'll be there and bringing it all to you.

Sean "P.Diddy" Combs introduced Beyoncé's third appearance of the night to sing "The Polar Express'" "Believe" with Josh Groban.

His purpleness Prince then took the stage to present the award for the year's Best Song to Jorge Drexler for "The Motorcycle Diaries'" "The Other Side of the River." Jorge simply sang his song as his acceptance speech.

Sean Penn then presented the Oscar for Best Actress to the "Million Dollar Baby" herself, Hilary Swank. The self-described "girl from a trailer park" started out by thanking her husband, Chad Lowe, because she "learned from past mistakes" (it's become an inside joke how she forgot to thank him when accepting her first Oscar for "Boys Don't Cry"). Hilary pushed off a musical bump trying to play her off, twice, saying, "You can't do that, I didn't thank Clint yet!"

The Foreign Language Film award was presented by Gwyneth Paltrow to Spain's "The Sea Inside."

Samuel L. Jackson (ironically seeming to have some trouble with the script) gave Charlie Kauffman the award for Best Original Screenplay for "Eternal Sunshine of the Spotless Mind."

Who were those two big guys? Were they really from the vote-tabulating firm of Price Waterhouse? In any event, Chris then welcomed the "next four" presenters, Salma Hayek and Penelope Cruz, who awarded Best Sound Mixing to "Ray" and Sound Editing to "The Incredibles."

Salma then introduced Carlos Santana and Antonio Banderas performing "The Motorcycle Diaries'" song nominee, "The Other Side of the River."

One of the night's fashion winners, Natalie Portman, presented the Best Documentary Short subject to "Mighty Times: The Children's March."

"Next year they're going to give out the Oscars in the parking lot," Chris Rock joked, referring to the night's new practice of giving out some awards in the theater's main aisle, before he welcomed "Oprah's favorite white man," John Travolta who awarded "Finding Neverland," the Best Musical Score award.

Annette Bening introduced Yo-Yo Ma, who played a touching Bach sarabande over the memorial to the year's departed artists, including Rodney Dangerfield, Chris Reeves, Ossie Davis, Janet Leigh, Marlon Brando and Ronald Reagan.

Directing great Sidney Lumet was honored with the night's Lifetime Achievement award, with Al Pacino describing Sidney's genius and hard-hitting contributions to film history ("12 Angry Men," "Dog Day Afternoon," "Network," and "Serpico" among many others).

Glamorous newcomer Emmy Rossum, resplendent in red, welcomed Beyoncé back to the stage to perform "The Phantom of the Opera's" Best Song nominee, the soaring "Learn to Be Lonely," with Andrew Lloyd Webber on piano.

Chris then welcomed "comedy superstar" Jeremy Irons, who quipped, "I hope they missed," after an accidental bang was heard. Jeremy presented "Wasp" with the award for Best Short. Laura Linney gave the Best Animated Short to "Ryan."

The cinematography award was presented by Kate Winslet to "The Aviator" (technical awards sweep anyone?)

Chris then introduced Tim Robbins, praising his acting while humorously dinging him for "boring us with his politics." Tim presented the Best Supporting Actress award to Cate Blanchett (that's 3 for "The Aviator").

A touching tribute to Johnny Carson, a long-time Oscar host, came next, with remembrances from Whoopie Goldberg, and recapped some of his best moments ("I see a lot of new faces out there. Especially on the old faces.")

Leo DiCaprio then awarded "Born Into Brothels" the Best Documentary Award.

Orlando Bloom and platinum bombshell Kirsten Dunst gave the Best Editing Award to "The Aviator," before the Counting Crows took the stage to perform "Shrek 2's" entry for Best Song, "Accidentally in Love."

Next up, odd-couple Adam Sandler and Catherine Zeta-Jones… or maybe not, as Mrs. Michael Douglas seemed to miss her cue> But no worries, as Chris stepped up to fill in and trade quips with Adam ("With you in that dress it should be called 'Ver-sexy.'") Adam gave "Sideways" the Best Adapted Screenplay award.

Jake Gyllenhaal and Ziyi Zhang handed out the Visual Effects Award to "Spiderman 2."

So far, "The Aviator" is flying high.

Robin Williams kept the laughs coming with a monologue about gay cartoon characters ("Squarepants, no. Tight pants, maybe"), then awards "The Incredibles" the award for Best Animated Film.

Cate Blanchett, radiant in yellow, stepped out in the audience to present the award for Best Makeup to "Lemony Snicket's."

The smoky-eyed Drew Barrymore then introduced Beyonce in her first performance of the night's Best Song nominees, this one a touching choral from the French entry for Best Foreign Film, "The Chorus."

Meanwhile, backstage, Morgan Freeman reflected, "Hollywood is continuing to make history," in regards to his award, as African-Americans are more and more recognized by the Academy. He also noted he likes working Clint Eastwood because, "He offers you Carte Blanche."

Chris Rock then took it to streets, showing the best picture picks of typical movie goers from Los Angeles' Magic Johnson Theater ("White Chicks -- Best Movie of the Year!")

Dapper Pierce Brosnan was joined by "The Incredibles'" Edna to present the Best Costume award to "The Aviator," putting that pic in the lead.

The stars are in their seats with fingers crossed. The statues are set to be handed out. The world is watching. The Oscars are on!

Chris Rock hit the stage in full-throttle mode, in a rapid-fire monologue that careened from childhood movie memories to the Oscars themselves, asking "can I get some acting at the Oscars? Morgan Freeman doing a shampoo commercial?"

Some barbs drew blood, as Chris observed, "if you can't get a star -- wait! Clint Eastwood is a star; Tobey Maguire is just a boy in tights... If you want Denzel, and all you can get is me? Wait! He'd never make 'Pootie Tang.'"

Chris wrapped with a salute to the troops and welcomed Halle Berry, noting she'd soon be appearing in "Catwoman II." Halle granted "The Aviator" with the night's award for Art Direction.

Renée Zellweger then presented the award for supporting actor to Morgan Freeman for Best Supporting Actor, drawing a standing ovation from the audience.

So is this the start of a sweep for "Aviator" or "Baby?" Stay tuned.

The star rush was on in full force outside the Kodak theater, with Jamie Foxx arriving accompanied by his daughter and best-actress nominee Annette Bening accompanied by husband Warren Beatty. Salma Hayek was pulling major Hollywood Golden Age glamour in dark blue, while Penelope Cruz channeled the gamine spirit of Audrey Hepburn in light gold. Oprah's golden green ensemble was fitted and perfectly scalloped, and Samuel L. Jackson was the man in black (with a glitter at his collar). Kate Winslet was vibrant in acqua, and Halle Berry was a vision in sequined steel, with her hair long and flowing in the evening's balmy breeze. Kirsten Dunst also brought the old-school look, in black lace and a blonde bob that brought to mind Jean Harlowe.

As we've seen all award season, long sweeping, strapless, shoulder-baring gowns in rich tones were the rule, and big, big earrings ruled. For those keeping score, Hilary Swank's dramatic blue dress, completely covered up in front and pure open plunge in back will surely be considered the absolute champion of the red carpet.

Now the stars all seem to be inside the theater, so stand by as the main event begins (and don't forget to check back for your chance to rate host Chris Rock's performance).

Welcome to "Extra's" Academy Awards Watch. Stay tuned as we bring you breaking updates from the red carpet and Hollywood's Kodak Theater, with news of the winners and word of the highlights, all night long.

Under a warm, clear sky, the stars began arriving at the corner of Hollywood Boulevard and Highland Avenue in the heart of Hollywood, walking the bustling red carpet between bleachers of screaming fans and banks of reporters, cameramen and paparazzi.

Even in the afternoon light, glamour was definitely the watchword as the early arrivals made their way into the theater. Beyonce looked beautiful in black, and Leo looked handsome in a tux and tie, his hair slicked back. Hilary Swank was an early standout, in a sleek and stunning backless gown in dark rich blue. Laura Linney was chic in strapless mint, and Natalie Portman was a picture of old fashioned glamour in chocolate brown. Back-to-basic black marked Scarlett Johansson's outfit, with jewels in her hair.

And speaking of hair, the look so far was definitely up and jeweled, including Natalie's tiara, Drew Barrymore's upsweep and Laura Linney's sculpted mane. But it was Renée Zellweger who brought one of the red carpet's biggest surprises, with a sleek, black bob over a red-hot gown.

Alan Alda showed up with his daughter and nephew as his dates, while Antonio Banderas, set to sing "The Motorcycle Diaries" entry for best song came accompanied by wife Melanie Griffith. Johnny Depp, in blue, came with long-time partner Vanessa Paradis.

On the bling front, Virginia Madsen's dangling earrings were showstoppers, but the ice and gold was in full effect on almost all the ladies (with Renée's ear's, again, surprisingly bare).

Stay tuned for more updates from the Oscars!