Mark J. Terrill, Associated Press Hilary Swank is congratulated by her husband, Chad Lowe, after her win for Best Actress. Click photo for larger image. More Oscar Coverage: Stars wear gowns grand and gruesome Oscars didn't rock with Rock but rolled along smoothly enough Despite pre-show buzz, Chris Rock elicits more chuckles than outrage 77th annual Academy Awards Winners 77th annual Academy Awards Photo Gallery

HOLLYWOOD -- In a bout that went into the late rounds still hotly contested, Clint Eastwood's welterweight boxing drama knocked out a pair of heavyweights -- Ray Charles and Howard Hughes -- last night at the 77th annual Academy Awards.

"Million Dollar Baby," the powerful and moving story of a feisty female boxer who battles her way from the trailer park to the title match, took four awards, and they were big ones: best picture, best director (Clint Eastwood), best actress (Hilary Swank) and best supporting actor (Morgan Freeman).

And yet, throughout the evening, the heavily nominated "The Aviator" -- Martin Scorsese's lavish biopic of filmmaker, aviation pioneer, playboy, billionaire and legendary eccentric Howard Hughes -- seemed to be winning on points. It scored five of 11 awards it was nominated for: art director, costume design, film editing, cinematography and supporting actress Cate Blanchett.

No Marty, though. In the directing category, Scorsese was snubbed yet again, matching the record of Oscar futility (0-for-5) held by such legendary filmmakers as Alfred Hitchcock and Robert Altman.

Besting Scorsese was Hollywood favorite Eastwood, a previous winner for the western "The Unforgiven." "I'm lucky to be here, lucky to still be working," Eastwood, 74, said, adding that as he watched 80-year-old Sidney Lumet collect an honorary award last night, he thought, "I'm still just a kid."

As strong as Eastwood was as a grizzled trainer in "Million Dollar Baby" it wasn't enough to win him his first acting award. That went to Jamie Foxx, who was double-nominated for actor and supporting actor. Foxx, who made viewers feel like they were watching the real Ray Charles in the biopic "Ray," won the bigger one.

Then he gave a bravura performance on the stage, first saying, "Give it up for Ray Charles for his beautiful legacy," then moving on to his grandmother, saying, "She was my first acting teacher. She told me stand up straight, put your shoulders back. Act like you got some sense.... Then, when I would act the fool, she would beat me, she would whoop me and she could get an Oscar for the way she whooped me, because she was great at it."

Mark J. Terrill, Associated Press Morgan Freeman won best supporting actor. Click photo for larger image.

Although he was lip-synching, Foxx, a classically trained musician, did play piano in the film, and was a dead ringer for Charles' look and distinctive movements. The 37-year-old actor even went to the extent of having his eyes glued shut 14 hours a day to get inside the head of the blind piano legend.

Hilary Swank, just 30, took her own lumps to win her second acting award, for "Million Dollar Baby." Swank gained 19 pounds of muscle to play the determined waitress who believes that without boxing she has nothing. In the end, Swank shed that weight but picked up another eight pounds of Hollywood's most precious metal in her Best Actress Oscar.

Swank, winner for 1999's "Boys Don't Cry," spent three months training and used no stunt double.

Upon the announcement, Swank embraced her husband, Chad Lowe, kissed Eastwood, lifted the hem of her backless blue gown and ascended the stage. In her case, art imitated life. "I don't know what I did in this life to deserve all this," she said breathlessly. "I'm just a girl from a trailer park who had a dream."

The two most nominated films split the supporting actor categories, with winners Freeman and Blanchett.

In Freeman's fourth bout in the Oscar ring -- he was nominated for his supporting role in "Street Smart" and leading work in "Driving Miss Daisy" and "The Shawshank Redemption" -- he went home with an Oscar for "Million Dollar Baby."

Freeman plays a retired one-eyed boxer named Eddie "Scrap Iron" Dupris who looks after The Hit Pit, an old-school boxing gym in Los Angeles. Scrap and Eastwood's character share a troubled history.

The 67-year-old actor, all in black with a fringed golden scarf around his neck, earned a standing ovation. "I want to thank everybody and anybody who ever had anything at all to do with making this picture. But I especially want to thank Clint Eastwood for giving me the opportunity to work with him again. And to work with Hilary Swank. This was a labor of love," said Freeman, who rode alongside Eastwood in "Unforgiven."

Backstage, Freeman said of two black actors winning Oscars for the second time in the same night (Halle Berry and Denzel Washington won in 2002), "It means that Hollywood is continuing to make history. Life goes on, things change. We're evolving with the rest of the world.

The Academy agreed with critics and moviegoers that "The Aviator" crackled with the most energy when Blanchett was on screen as Katharine Hepburn. Without resorting to caricature of the Yankee-bred actress, Blanchett captured her purposeful way of walking, distinctive way of talking and even her freckled complexion.

Although she was a heavy favorite, Blanchett took the podium, saying, "Thank you to the Academy who know Kate so well and are so intimately acquainted with her work. This is an indescribable surprise and honor.... When you play someone as terrifyingly well known as Katharine Hepburn, it's a collaborative effort. You need as much help as you can get. And thank you, of course, to Ms. Hepburn -- the longevity of her career, I think, is inspiring to everyone."

Blanchett, wearing a pale lemon-colored Valentino gown with a rust-colored bow at the waist and a glittery broach at the left shoulder, also added a personal note, addressing director Scorsese, with, "I hope my son will marry your daughter."

Backstage, Blanchett, asked if she would have taken the role if Hepburn were alive, said the actress was still living -- but ill -- at the time. "Her family and friends have been most generous to me," since the movie's release.

There was no Oscar for the biggest box office hit of 2004 -- "Shrek 2." "Shrek" won animated feature in 2001, but the Ogre didn't repeat on the second Oscar try, falling to the offbeat cast of superheroes in "The Incredibles." The award went to Brad Bird, who served as director, writer and the voice of Edna Mode, a fashion diva who designs costumes for an elite superhero clientele. It was the second-straight animated Oscar for Pixar Animation, which won a year ago for "Finding Nemo."

"The Incredibles" also won for sound editing, which one of the recipients referred to as not being a technical award -- "they're given for artistic decisions."

"Finding Neverland" had a rough night. The fanciful story of Peter Pan creator J.M. Barrie was nominated for seven awards, but won just one, for original score for composer Jan A.P. Kaczmarek.

Although he didn't win for director, Alexander Payne won, along with his 15-year writing partner Jim Taylor, for adapted screenplay for the indie hit "Sideways." Payne said, "My mother taught me to write and she died before she could see any of this, so this goes out to her." Taylor added, "We love Fox Searchlight for letting us make a film with complete creative freedom.

Trumping "The Aviator" for original screenplay was "Eternal Sunshine of the Spotless Mind," written by the wildly creative Charlie Kaufman, who was previously nominated for "Adaptation" and "Being John Malcovich."

The documentary category was missing one of the year's most talked-about films, Michael Moore's incendiary blockbuster "Fahrenheit 9/11." Moore rolled the dice on getting a best picture nomination and lost. That seemed to leave it open for Morgan Spurlock's shredding of McDonald's, "Super Size Me," a video store hit.

Instead, the award went to "Born Into Brothels," a film in which co-director Zana Briski put cameras in the hands of children of prostitutes in Calcutta. With photography lessons, she empowered them with another way of seeing the world. "We thank the kids," Briski said. "They're watching in Calcutta."

Foreign language film went to "The Sea Inside," a Spanish film based on the true story of a bed-ridden euthanasia lobbyist.

Bill Corso, accepting the award for achievement in makeup, thanked the actors for agreeing to look so bad, and said jokingly, "Mr. Lemony Snicket, please don't write anymore of these books. They're corrupting our youth."

Original song winner Jorge Drexler decided to forego the speech, and simply bow to presenter Prince and then sing his acceptance for "Al Otro Lado Del Rio" from "The Motorcycle Diaries."

Accepting a lifetime achievement award for directing such films as "Network," "Dog Day Afternoon" and "12 Angry Men," 80-year-old Sidney Lumet said, "I was a real smart-aleck and I thought I would say something like, 'I don't want to thank anybody, I did it alone.' It wasn't true, but I thought it would be a way of getting a little attention."

Taking his visual effects Oscar for "Spider-Man 2," John Dykstra said, "Boy, am I glad there wasn't a fourth episode of 'Lord of the Rings.'"

He wasn't the only one.