One year ago it would have seemed ridiculous to think that Danny Boyle's "Slumdog Millionaire" could take on a film like "The Curious Case of Benjamin Button" and win.

That it did, picking up eight Oscars at the 81st Academy Awards ceremony.

With Danny Boyle, "Slumdog's" director, looking on in disbelief, the film about a street kid who wins India's version of "Who Wants to Be a Millionaire" became an unlikely winner in real life. It also won Oscars for Best Adapted Screenplay, Best Sound Mixing, Best Film Editing, Best Cinematography, Best Original Score and Best Original Song.

The "Slumdog" haul continued with a Best Director win for Danny Boyle, and capped off its impressive gold rush with the night's biggest honour, Best Picture.

Penn squashes rebel Rourke

Twenty years ago Mickey Rourke had Hollywood at his feet. Ten years ago his career tanked. In 2009 comeback kid Rourke was the man to beat for a Best Actor Oscar.

But like any great Hollywood drama with a surprising ending, the night's biggest upset came when "Milk's" Sean Penn snatched Rourke's certain win away from him. "Milk," the real life story of a California gay activist, also won for best screenplay.

"You Commie homo loving sons of guns," Penn joked as he picked up the second Oscar of his career. "I did not expect this and I want to be very clear that I do know how hard I make it to appreciate me often, but I am touched by the appreciation."

Oscar golden girl at last

Nominated for six Oscars over the years, Kate Winslet finally made it to the Oscar podium for "The Reader."

With her dad whistling to let her know where he was, the star recounted her childhood play acting before a bathroom mirror, when she accepted a "pretend" Oscar in the form of a shampoo bottle.

"It's not a shampoo bottle now," Winslet beamed as she acknowledged her fellow nominees, Meryl Streep ("Doubt"), Angelina Jolie ("Changeling"), Melissa Leo ("Frozen River") and Anne Hathaway ("Rachel Getting Married").

"These goddesses," Winslet smile as she planted her hands firmly around the prize that has eluded the British actress since scoring her first nomination in 1996 for "Sense and Sensibility."

Let the Oscar gold rush begin

Introduced by 70 years' worth of "Thank you" clips from previous Best Supporting Actress winners, Eva Marie Saint, Whoopi Goldberg, Tilda Swinton, Anjelica Huston and Goldie Hawn stepped onto the Kodak Theater's intimate stage to honour 2009's nominees in this category. They were the first group of former winners of the night, setting the tone for an Awards show that honoured past and present.

When they were done Penelope Cruz walked off the big winner for her sultry performance in Woody Allen's "Vicky Cristina Barcelona."

"Has anyone ever fainted here? I might be the first one," Cruz said through her tears.

Thanking director Allen for writing memorable roles for women, and Spanish director Pedro Almodovar, who played a huge role is her early career, Cruz called art the world's "universal language" and added "We should do anything we can to protect it."

The Oscar favourite, Cruz lead a strong pack of contenders which included Amy Adams ("Doubt"), Viola Davis ("Doubt"), Taraji P. Henson ("The Curious Case of Benjamin Button"), and Marisa Tomei ("The Wrestler).

"Milk's" Dustin Lance Black won the night's second prize for Best Original Screenplay.

"The story of Harvey Milk gave me hope to live my life openly as who I am and that one day I could get married," said Black, who told gay America, "Very soon you will have equal rights in this spectacular country of ours."

The fleeting Angelina-Jen moment!

Cameras cut to a blankly smiling Angelina Jolie during a presentation by Jack Black and Jennifer Aniston -- the ex-Mrs. Brad Pitt. Dressed in a glittering silver strapless gown, Aniston and Black presented the Oscar for Best Animated Feature to Andrew Stanton for "WALL-E."

This year's Oscar favourite, this charming tale about a little robot in outer space took the night's top honours away from "Bolt" and "Kung Fu Panda."

Aniston and Black also presented the Oscar for Best Animated Short Feature to "La maison en petits cubes."

The Ledger love continues

With momentum building over the past few weeks for "Tropic Thunder's" Robert Downey Jr., Heath Ledger's Oscar win for Best Supporting Actor seemed less certain.

Ledger's competitors were tough, including Josh Brolin ("Milk") Philip Seymour Hoffman "("Doubt"), Michael Shannon ("Revolutionary Road") as well as Downey Jr.

Yet the late Ledger's macabre portrayal of "The Joker" proved unbeatable.

A teary-eyed Angelina Jolie, Kate Winslet and other moved stars watched on as the actor's father, Kim Ledger, his mother Sally Bell and sister Kate Ledger accepted the star's Oscar on behalf of his 3-year-old daughter, Matilda Rose.

"This award would have validated Heath's quiet determination," his father told the silent crowd, with his sister adding, "We proudly accept this award on behalf of Heath's beautiful Matilda."

"The Dark Knight's" Richard King picked up this film's second Oscar for Best Sound Editing.

Global gems and giants honoured

"Man on Wire," a film chronicling Philippe Petit's 1974 high-wire walk between the Twin Towers, scooped up a Best Documentary Oscar for director James Marsh and producer Simon Chinn.

Megan Mylan's "Smile Pinki" won the Oscar for Best Documentary Short.

After decades of neglect by the Academy, Eddie Murphy presented the Jean Hersholt Humanitarian Award to veteran Hollywood clown Jerry Lewis.

Lewis and Dean Martin became huge comedic stars during the 1940s and 1950s. Lewis went on to become hailed internationally, in particular in France, as one of Hollywood's greatest comic geniuses of the 20th century.

"The humility I feel is staggering. I know it will stay with me for the rest of my life," Lewis, 83," told the crowd.

"Slumdog Millionaire" star Freida Pinto and Liam Neeson presented the Oscar for Best Foreign Language Film to "Departures. The quirky Japanese tale from director Yojiro Takita and writer Kundo Koyama captured the out-of-work blues experienced by a cellist who accepts a job as a "encoffineer"

"I'm here because of film...We'll be back I hope," director Takita beamed before the crowds with his new Oscar in hand.

'Benjamin Button' a bust

Nominated for 13 Oscars, "The Curious Case of Benjamin Button" took home just three Academy Awards including Best Art Direction, Best Visual Effects and a Best Makeup Oscar for Greg Cannom.

"Michael O'Connor scored a Best Costume Design Oscar for the lavish, Keira Knightley period piece, "The Duchess." O'Connor called star Knightley "one classy lady" in his acceptance speech.

A new and improved Oscars

Like Rourke, the Oscars themselves experienced a comeback this evening thanks to new producers Bill Condon and Laurence Mark.

Together Condon and Mark took on the daunting task of refurbishing Hollywood's show of all shows.

Condon, Mark and new co-host Hugh Jackman kept plans for the revitalized show tightly under wraps.

As Condon told The Associated Press earlier this year, "We wanted to restore a certain kind of mystery to it."

To a certain degree they pulled it off

Walking out to the theme from "Lawrence of Arabia" and rousing applause a dapper Hugh Jackman greeted Oscar's attendees from the Kodak Theater's revamped stage.

Saluting the diversity of the roles nominated, Jackman told the audience, "I stayed up all night in the garage thinking of an Oscar tribute."

What the Aussie hunk delivered was an exuberant song and dance number that left the Oscar audience clearly buoyed.

Salutes to Oscar's greats

Queen Latifah touching rendition of "I'll Be Seeing You," the beloved World War II song, put stars like Charlton Heston, James Whitmore, Cyd Charisse and others into the spotlight who passed away in 2008.

Oscar's sentimental tribute ended with a young, handsome Paul Newman saying, "The big difference between people is those that have had pleasure and love and those who haven't."

Red carpet controversy

Insisting on keeping this year's Oscar presenters a secret, the show's producers hoped to lure audiences in greater numbers to watch the show.

In the end that strategy made the red carpet less of a thrill for viewers and entertainment journos alike.

The new and improved Oscars may have succeeded in boosting our fun factor. But it made the red carpet --the night's most entertaining event for armchair fashionistas -- less golden.