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Ooh, “Baby”!

Warner Bros.’ “Million Dollar Baby” got the golden gloves treatment Sunday night, landing four Oscars, including best picture, director for Clint Eastwood, actress Hilary Swank and supporting actor Morgan Freeman — the second consecutive year that an Eastwood-helmed film took home two acting trophies.

Though “Million Dollar Baby” took the key prize, “The Aviator” actually won more trophies: five, compared with the four for “Baby.”

In the last 35 years, there have been only three other occasions, all in the 1970s, when the best-pic winner did not also take home the most Oscars. The most lopsided year was 1972, when “Cabaret” won eight Oscars but the top prize went to “The Godfather,” which had three wins.

Among other notable achievements of the evening: Though other thesps have won directing trophies, Eastwood is the first double winner, after his helming prize for “Unforgiven.” Swank became the fifth woman to win two best-actress prizes out of only two noms; Cate Blanchett became the first actor to win an Oscar by portraying an Oscar winner (Maggie Smith in 1978’s “California Suite” won for playing a fictional Oscar also-ran). Jorge Drexler’s song win for “The Motorcycle Diaries” marked only the second time the award has gone to a song in a foreign language.

And, with the wins for Freeman and Jamie Foxx, actor winner for “Ray,” it’s the second time in three years that half of the acting prizes went to black thesps.

Aside from “Baby,” the other four best-pic nominees all won something.

“The Aviator” was saluted for supporting actress, art direction, cinematography, costumes and editing. “Ray” won for actor and sound mixing; “Sideways” got the adapted screenplay trophy for Alexander Payne and Jim Taylor, while “Finding Neverland” won for Jan A.P. Kaczmarek’s original score.

Accepting the best-pic award were producers Eastwood, Albert Ruddy and Tom Rosenberg. Ruddy and Eastwood had won previously in this category, for “The Godfather” and “Unforgiven,” respectively. Ruddy said, “This is a great honor that celebrates the talent of Hilary Swank and Morgan Freeman, and the genius of Clint Eastwood.”

The film, a WB production funded by the studio and Lakeshore, was a late contender that came out swinging. Until October, it wasn’t even on the radar as an awards possibility. The film was penciled in for a 2005 berth, but after the studio saw its kudos potential, the pic was fast-tracked to a Dec. 15 launch.

Foxx’s win for Universal’s “Ray” was considered the closest thing to a slam-dunk in Oscar-land. Even before “Ray” opened in October, Foxx was touted as the Oscar favorite, a position reinforced with his wins from critics groups, the Golden Globes and SAG Awards.

Also in the supporting race for “Collateral,” Foxx is the 10th actor to be nominated twice in the same year. (Seven of the 10 have now taken home a prize in one of those two categories.)

Since Ray Charles’ death in June, the industry has paid tribute to him often (including multiple Grammy wins), but Foxx’s victory is not a case of jumping on a popular bandwagon. Though the evening seemed odd and disconnected to some onlookers, Foxx gave the most emotional speech of the evening. He first thanked director Taylor Hackford for tapping into the world’s love for Charles, adding, “Everybody’s drowning in this love.”

The actor concluded his speech with an emotional thanks to his grandmother, whom he described as his first acting teacher, since she would admonish him “Act like you got some sense … Act like you’ve been somewhere.” He said she still speaks to him in his dreams: “I can’t wait to go to sleep tonight because we got a lot to talk about.”

Eastwood’s directing win puts him in rare company: Only 17 men have won more than one Oscar for directing and Eastwood is the first actor-helmer to gain this distinction. And, in an apparent blow against ageism, Eastwood is the oldest winner ever in this category: At age 74, he eclipses the record held by Roman Polanski, who was 69 when he won for “The Pianist.”

Eastwood’s win marks the third time that Martin Scorsese (“The Aviator”) has lost the directing trophy to an actor-helmer, after losses to Robert Redford (“Ordinary People”) and Kevin Costner (“Dances With Wolves”). This was Eastwood’s third director nomination, with earlier producing and acting noms, as well as an Irving Thalberg Award in 1994.

Swank becomes the fifth woman to chalk up two actress wins out of only two noms, joining Luise Rainer, Vivien Leigh, Helen Hayes and Sally Field. (No best-actor winner has that distinction.) She also joins Jodie Foster in the elite club of women who won two best-actress prizes before their 31st birthday. And she won for playing a boxer, like other winners Wallace Beery (“The Champ”), Marlon Brando (“On the Waterfront”), Robert De Niro (“Raging Bull”) and her co-star Freeman.

She saluted her fellow nominees, saying “Your work inspires me beyond words.” And she thanked a litany of people, including husband, trainer, sparring partners and co-workers. As the orchestra started to play her off, she said, “Uh-uh, you can’t do that, because I haven’t gotten to Clint yet,” at which point she gave thanks to the filmmaker.

Freeman earned a standing ovation when accepting his prize as supporting actor for “Million Dollar Baby,” his first Academy Award on his fourth nomination. Previously, only eight black performers had won Oscars in the various acting races, and the double wins of Halle Berry and Denzel Washington two years ago were hailed as a breakthrough. This year, the double wins of Foxx and Freeman may mark the end of pundits even commenting on black Oscar winners; from now on, maybe it will be possible to simply consider them Oscar winners.

Blanchett, who had one earlier nom, thanked the many people who helped her play someone “as terrifyingly well known” as Hepburn.

The Miramax-Warner Bros.-Initial Entertainment pic was also saluted for Thelma Schoonmaker’s editing; Robert Richardson’s cinematography; Dante Ferretti’s art direction and Francesca Lo Schiavo’s set decoration; and Sandy Powell’s costume design. Both Schoonmaker and Richardson scored their second wins: She had won for the 1980 “Raging Bull,” another biopic from director Martin Scorsese, and he won for “JFK.”

Despite the multiple “Aviator” wins, the 77th annual Academy Awards must have proved bittersweet for Miramax: This was probably the company’s last Oscar ceremony in its current incarnation, due to ongoing negotiations with Disney. And, despite the wins for this and “Neverland,” Harvey Weinstein was only thanked once from the stage, though Scorsese got multiple mentions.

Payne and Taylor were trophied for their screenplay of “Sideways,” adapted from the novel by Rex Pickett. Payne thanked Fox Searchlight for letting them make the film “with complete creative freedom.”

On his first nomination, Kaczmarek won for his original score of Miramax’s “Finding Neverland.” He saluted the film’s director, Marc Forster, and producer Richard Gladstein “who understands the power of music.”

Brad Bird accepted the animated feature trophy for Buena Vista’s “The Incredibles.” Bird thanked people at Pixar and at Disney, without alluding to the fact that the two are in the midst of sorting out their professional relationship, if there still is one.The original screenplay prize went to the team behind Focus Features’ “Eternal Sunshine of the Spotless Mind,” with screenplay by Charlie Kaufman and story by Kaufman, Michel Gondry and Pierre Bismuth. This was the third nom for Kaufman, and the first for his collaborators. Kaufman remarked on the time limit of acceptance speeches, thanking a few key collaborators and saying, “No, I don’t want to take my time; I want to get off the stage.”

The foreign-language kudos went to the Alejandro Amenabar film “The Sea Inside,” from Spain. This was the fourth win (out of 19 noms) for Spain; the most recent was the Almodovar film “All About My Mother” in 1999.

Along with “Baby,” this win for the film, distribbed domestically by Fine Line, clearly marks 2004 as the year of euthanasia, since it deals with the real-life battle of a Spanish quadriplegic to end his life. Amenabar said he wanted to thank the real-life subject of the film, Ramon Sampedro who “spread so much life” as well as star Javier Bardem, the producer, cast and crew.

Best original song was “Al otro lado del rio” from Focus Features’ “The Motorcycle Diaries,” with music and lyric by Drexler. This is the only time since the 1960 “Never on Sunday” that the award went to a foreign-language song. It was the first nom for the Uruguay-born Drexler, a former Latin Grammy nominee. And it was the first Spanish-lingo song nominee ever. Drexler came to the stage, sang a bit of the song, added, “Gracias, ciao,” waved and exited the stage.

A lifetime achievement award went to Sidney Lumet, five-time Oscar nominee (four as helmer, one as writer). Presenter Al Pacino described himself as one of the actors and writers who “have benefited so much from Sidney’s genius.” In accepting, the filmmaker said he’d been thinking about an Oscar speech since his first nomination (the 1957 “Twelve Angry Men”). Aside from gratitude to “the glorious talents I worked with on both sides of the camera,” as well as film greats he’d never worked with but admired, he concluded, “I’d like to thank the movies. I’ve got the best job in the best profession in the world.”

In addition to Freeman, the audience at the Kodak Theatre in Hollywood gave standing ovations to host Chris Rock at his entrance, Lumet, Foxx, Eastwood and the “Baby” producers.

The Jean Hersholt Humanitarian Award was given to Roger Mayer, who spoke clearly and eloquently about the Motion Picture & TV Fund and film preservation.

Scientific and technical Oscars, including the Gordon E. Sawyer Award to Takuo Miyagishima, were presented Feb. 12.

For the second year, the Oscar season was on an accelerated schedule, with awards held in late February as opposed to late March. It’s impossible to tell if the outcome would have been different if the kudos had been held later, though timing is always a factor in Oscar campaigns: Strategists have to build enthusiasm for a film and maintain it. Oscar campaigns have a certain rhythm, and this was a crucial year as strategists had to learn a new tempo with a wide-open contest (as opposed to last year, when “Lord of the Rings” paced the race even before the season started).

With 11 noms, the odds made “The Aviator” the favorite. But “Sideways” swept every critics awards and won the SAG Award for ensemble acting, often a clue to Oscar’s best pic. And then WB announced in October that “Million Dollar Baby” would open in December, and the film built strong buzz from its first screenings.

As for “The Passion of the Christ,” it inspired a lot of ink during its run, and a lot of subsequent speculation about its Oscar chances. Despite three noms, the Mel Gibson-helmed Biblical drama, which earned $609 million at the global box office, was among the many films that went home empty-handed.

Sunday night’s winners were decided by 5,808 voting members in 15 branches. Foreign-language, doc and shorts are decided by screening committees. The largest branch is actors, with 1,277 (21%); runner-up is producers, 467 (8%).

For the second year, the kudocast aired with a seven-second delay. The ABC show was produced by Gil Cates.

And the winners are . . .

Million Dollar Baby (Warner Bros.), Warner Bros. Pictures Production.

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Clint Eastwood, “Million Dollar Baby” (Warner Bros.)

Jamie Foxx, “Ray” (Universal)

Hilary Swank, “Million Dollar Baby” (Warner Bros.)

Supporting Actor
Morgan Freeman, “Million Dollar Baby” (Warner Bros.)

Supporting Actress
Cate Blanchett, “The Aviator” (Miramax)

Original Screenplay
Charlie Kaufman, “Eternal Sunshine of the Spotless Mind” (Focus Features)

Adapted Screenplay
Alexander Payne, Jim Taylor, “Sideways” (Fox Searchlight)

Foreign Language Film
“The Sea Inside” (Spain), Sogecine and Himenóptero (Fine Line)

Animated Feature
“The Incredibles” (Pixar), Brad Bird

Art Direction
“The Aviator” (Miramax), Art Direction: Dante Ferretti; Set Decoration: Francesca Lo Schiavo

“The Aviator” (Miramax), Robert Richardson

Film Editing
“The Aviator” (Miramax) Thelma Schoonmaker

Costume Design
“The Aviator” (Miramax), Sandy Powell

“Lemony Snicket’s A Series of Unfortunate Events” (Paramount/DreamWorks), Valli O’Reilly and Bill Corso

Documentary Feature
“Born into Brothels” (THINKFilm), Ross Kauffman and Zana Briski.

Documentary Short Subject
“Mighty Times: The Children’s March”, A Tell the Truth Pictures Production, Robert Hudson and Bobby Houston

Live Action Short Film
“Wasp”, A Cowboy Films Production, Andrea Arnold

Animated Short Film
“Ryan” A Copper Heart Entertainment & National Film Board of Canada Production, Chris Landreth

Original Score
“Finding Neverland” (Miramax), Jan A.P. Kaczmarek

Original Song
“Al Otro Lado Del Río” “The Motorcycle Diaries” (Focus Features), Music & lyric by Jorge Drexler

Sound Editing
“The Incredibles” (Pixar), Michael Silvers and Randy Thom

Sound Mixing

“Ray” (Universal), Scott Millan, Greg Orloff, Bob Beemer and Steve Cantamessa

Visual Effects
“Spider-Man 2” (Sony), John Dykstra, Scott Stokdyk, Anthony LaMolinara and John Frazier