Million Dollar Baby delivered a knockout blow to its chiefcompetitor The Aviator attonight's 77th Annual Academy Award ceremony, winning four Oscarsfor best picture, best director (Clint Eastwood), best actress (Hilary Swank)and best supporting actor (Morgan Freeman).

MartinScorsese once again came away empty-handed in the best director category for TheAviator, although the film won fiveOscars including best supporting actress for Cate Blanchett and bestcinematography.

Asexpected, Jamie Foxx won the best actor prize for his performance as RayCharles in Taylor Hackford's film Ray, The Incredibles was named best animated feature and AlejandroAmenabar's The Sea Inside fromSpain was named best foreign language film.

$16mcomedy Sideways, which was the film critics' favourite this year, took only one Oscar home for bestadapted screenplay despite nominations in picture and director categories.

Otherwinners included screenwriter extraordinaire Charlie Kaufman for his originalscript for Eternal Sunshine Of The Spotless Mind and Jorge Drexler whose song win for "Al Otro LadoDel Rio" from The Motorcycle Diaries marked the first time a Spanish-language song had won an Oscar.

Itwas a triumphant night for the 75 year-old Clint Eastwood who took home twoOscars for producing and directing Million Dollar Baby, a $30 million drama taken from two short stories byFX Toole which Warner Bros co-financed with Lakeshore Entertainment. Eastwoodhad previously won the double in 1992 for Unforgiven.

"I'mlucky to be still working," said Eastwood in his acceptance speech. "I watchedSidney Lumet [who had won a lifetime achievement Oscar earlier in the evening], who is 80, and I figure I'm just a kid. I've got a lot of stuffto do yet."

Swankbecomes the only actress ever to win an Oscar for playing a boxer and only thetenth actress in history to have won two best actress Oscars. She joins anillustrious list composed of Bette Davis, Vivien Leigh, Luise Rainer, Olivia DeHavilland, Elizabeth Taylor, Glenda Jackson, Jane Fonda, Sally Field and JodieFoster. Her previous win was in 1999 for Boys Don't Cry.

While it was a great evening for independentlyfinanced films like Million Dollar Baby, The Aviator and Ray,it was a disappointing one for Bob and Harvey Weinstein whose Disney-ownedMiramax Films was a co-financier on The Aviator, full financier on Finding Neverland, and distributor of foreign language nominee LesChoristes. This time next year, theWeinsteins will be out of the Disney fold and heading up a new film companywhich will be once again independent.

Eastwood spoke backstage about the battle that themedia had created between The Aviatorand Million Dollar Baby. "I was abit disappointed when they started to create a rivalry between Marty andmyself," he said, adding that the two had worked together on a segment ofScorsese's TV project The Blues. "I have the greatest respect for him and for the films he's done over the years right up through The Aviator." he added.

ForEastwood's co-producer Al Ruddy, it was his first Oscar since The Godfather, which he produced, in 1972. Ironically Eastwood hadstepped in at the last minute to present Ruddy with that Oscar when CharltonHeston had a flat tire on his way to the show.

Itwas a first Academy Award for Cate Blanchett, the Australian actress who wasplaying four-times Oscar winner Katharine Hepburn in The Aviator. She was previously nominated in the best actresscategory in 1998 for Elizabeth.In her acceptance speech, Blanchett thanked director Martin Scorsese andconcluded by addressing him, saying "I hope my son marries your daughter."

Blanchett arrived backstage clutching a glass ofchampagne in one hand, a statuette in the other. "A lot of people in theAcademy worked with [Hepburn] or knew her as a human being, so to have thishomage to her recognized means an enormous amount," she said.

A visibly thrilled Blanchett was asked by ajournalist if the Oscar would change her temperament. "Absolutely, youasshole," she joked.

BetweenFoxx and Freeman, it was the first time in Academy history that two blackactors won in lead and supporting categories.

"It'simportant," said Foxx backstage. "Because when I was watching Halle Berry and DenzelWashington, it gave me inspiration to say I could do my thing too. It's not tosay that we're excluding everybody and this is a black thing and we're takingover. We just want to be included into the pot and make everything artisticallybetter."

Freeman, previously nominated three times for Streetsmart (1987), Driving Miss Daisy (1989) and The Shawshank Redemption (1994), said backstage that after losing in 1989 forDriving Miss Daisy, he had becomephilosophical about the Oscar. "It occurred to me that winning the nominationis probably the height of it," he said. "It's about as far as you can reallyreasonably go. After that, it's pretty arbitrary because how can any of us bethe best' But when they call your name, all of that goes out the window."

"It'stotal acceptance now," he said. "So many people vote for you, when you get it.You know that when you win, you are part of a very small group of people."Freeman says that he had met with producer Anant Singh this week and that thefinancing for a film about Nelson Mandela in which he will play Mandela isclose to coming to together.

Spain'swin for The Sea Inside was thefourth time out of 19 nominations that the country had claimed the best foreignlanguage film Oscar. The previous winners were To Begin Again (1982), Belle Epoque (1993) and All About My Mother (1998). Director Alejandro Amenabar thanked thefilm's subject Ramon Sampedro "wherever he is" as well as his star JavierBardem and producer Fernando Bovaira.

Winning in the best adapted screenplay category for Sideways, Alexander Payne thanked Fox Searchlight for lettinghim make a movie with "complete creative freedom." Backstage Payne said thatpeople had responded to Sideways because it represented "a throwback to a typeof American film that used to be made in the 70s that hasn't been made so muchanymore in the blockbuster tentpole mentality of the last 20 years."

Scorsese'slongtime editor Schoonmaker won an Oscar for the second time on a Scorsesepicture after Raging Bull in1980. She was also nominated in 1970 for Woodstock, in 1980 for Goodfellas and in 2002 for Gangs Of New York. In her acceptance speech, she called The Aviator a"dazzling ride" and said that the director had edited the film with her. "Thisis yours as much as mine, Marty," she said from the stage. "Not only becauseyou helped me edit the movie, but because you think like an editor when youshoot."

It was also a second Oscar for The Aviator's RobertRichardson, who won previously in 1991 for Oliver Stone's JFK. "This is as good as it gets," said thecinematographer backstage who lost out to France's Bruno Delbonnel at therecent ASC Awards for A Very Long Engagement.

Theveteran Italian production designer Dante Ferretti and his set decorator wifeFrancesca LoSchiavo finally won an Academy Award for The Aviator after six previous nominations for Gangs Of NewYork (2002), Kundun (1997), Interview With The Vampire (1994), The Age Of Innocence (1993), Hamlet (1990) and The Adventures Of Baron Munchausen (1989). Ferretti also had a seventh earliernomination for his costume design on Kundun in 1998.

BritonSandy Powell won her second Oscar for her costume design on The Aviator. She won previously in 1998 for Shakespeare InLove, and had other nominations for GangsOf New York (2002), VelvetGoldmine (1998), The Wings Of TheDove (1997) and Orlando (1993).

Poland's Jan AP Kaczmarek won the original scoreOscar for Finding Neverland, that film'ssole win. Kaczmerak has scored several pictures for Agnieszka Holland (WashingtonSquare, The Third Miracle, Total Eclipse)as well as Unfaithful and Polishevent film Quo Vadis' In hisacceptance speech, he thanked Miramax's Harvey Weinstein "for his support."Backstage he said that some were skeptical that a Polish composer could write alight, playful score for a film about the power of fantasy. "My agent told methat it might not happen because of that issue," he said. "So I got verypassionate and write a three-minute piece. I hired a symphony orchestra and avoice choir and sent it to Los Angeles. It obviously worked."

Drexler, the Uruguayan singer/songwriter, thankedAntonio Banderas and Carlos Santana for performing his song on the show but healso gave his own rendition backstage. "I want to thank the Academy Awardsbecause they've shown a wide openness just giving this award to a man thatsings in Spanish," he told journalists.

RossKauffmann and Zana Briski's Born Into Brothels, currently on release in the US through THINKFilm,won the documentary feature Academy Award. The story of children of prostitutesin Calcutta was Kauffman and Briski's first film, and Kauffman said that they"hadn't made a dime yet." The children who are the subjects were watching thetelecast live in Calcutta, and the directors said they would be returning tovisit them in India on April 1 - with their Oscars. Kauffman and Briski alsothanked HBO, which part-financed the film - "the best place on the planet fordocumentaries," according to Kauffman.

British film-maker Andrea Arnold won the Oscar forlive action short film for her multiple award-winning 23-minute Wasp, produced by Cowboy Films, which is about a singlemother (Nathalie Press) who goes on her first date in years with anex-boyfriend. Arnold said in her acceptance speech that the award was "thedog's bollocks." She told her collaborators on the film that "the beers are onme when I get home." "It's a long way from Dartford where I grew up," shelaughed backstage.

Canada's Chris Landreth won the animated short filmfor Ryan, produced by Copper HeartEntertainment and the National Film Board Of Canada. The 14-minute short isbased on the life of Canadian animator Ryan Larkin who is now panhandling onthe streets. It is told using Larkin's voice on the soundtrack and disembodied3D generated characters on the screen.

The 40-minute US film Mighty Times: TheChildren's March directed by Robert Hudsonand produced by Bobby Houston won the documentary short subject Oscar. TheChildren's March follows the 1963 march bythe children of Birmingham, Alabama, to challenge segregation laws. Hudson andHouston had previously been nominated for Mighty Times: The Legacy OfRosa Parks. In their acceptance speech,Hudson and Houston also paid tribute to HBO. "Their knowledge of documentariesfor 15, 20 years has really brought it to the forefront now," said Hudson.

AlPacino presented 80 year-old director Lumet, a five-time Oscar nominee,with an honorary Oscar. Lumet directed Pacino in both Serpico and Dog Day Afternoon. Lumet thanked the talent he had worked with in hisfilms but also referenced influences such as Steven Spielberg, Martin Scorseseand Francis Ford Coppola, Jean Vigo, Akira Kurosawa, Billy Wilder and IALDiamond as his influences and he thanked "the movies" in general for hiscareer.

Undernew host Chris Rock, the Oscar show went off without a hitch, although bestactress presenter Sean Penn took Rock to task for a joke he had made in hisopening routine asking who Jude Law was and why he was in every movie for thelast four years. Penn apologized for his sense of humour failure, but pointedout that Law, who is currently co-starring with Penn in All The King's Men, was "one of our finest actors."