Amid great fanfare, the 81st Academy Awards ended Sunday night, with "Slumdog Millionaire" becoming the biggest winner grabbing eight honors.
The rags-to-riches love story film went into the ceremony with 10 nominations and walked away with eight honors including best picture, best director and best editing.
A.R. Rahman claimed two Oscars for "Slumdog Millionaire," one for the original song "Jai Ho" and another for best original score.
The movie tells a story of two brothers growing up in the slums of India, with one finding love and the other finding a life of crime.
Chris Dickens, who won the Oscar for film editing for the movie, said he did not foresee the film's popularity.
"It wouldn't have even occurred to us," he said backstage at the Kodak Theatre where the award ceremony was held. "I'd never imagined that we'd have so many of us getting these awards."
The film, which struggled to find a distributor and almost went direct to home video, had already won a Golden Globe, a Producers Guild award, a Screen Actors Guild award for best ensemble cast, a best director honor from the Directors Guild of America and a best adapted screenplay award from the Writers Guild of America.
Many of the film's young stars were flown to Hollywood to attend the Oscar ceremony, and they all walked onto the Kodak Theatre stage as producer Christian Colson accepted the statuette.
"Together we've been on an extraordinary, extraordinary journey. When we started out, we had no stars, we had no power or muscle, we didn't have enough money, really, to do what we wanted to do. But what we had was a script that inspired mad love in everybody that read it," he said.
"Most of all we had passion and we had belief and our film shows that if you have those two things, truly anything is possible," he said.
Top nominee "The Curious Case of Benjamin Button" had 13 nominations, but won only three, for art direction, makeup and visual effects.
In addition to "Slumdog" and "Benjamin Button," the other best picture nominees were "Frost/Nixon," "Milk" and "The Reader."
Sean Penn won the best actor award for his role as slain San Francisco city supervisor and gay-rights activist Harvey Milk in "Milk" and Kate Winslet finally took home a statuette for best actress in "The Reader."
"You commie, homo-loving sons of guns," Penn, who won the prize for a second time, joked to the crowd as he accepted his award. "I did not expect this, and I want it to be very clear that I do know how hard I make it to appreciate me often. But I am touched by the appreciation."
Penn previously won a best-actor statuette for his work in "Mystic River."
Winslet, who played a German trolley-car conductor who turns out to be a former Nazi guard in "The Reader," won the Oscar on her sixth nomination, avoiding going 0-for-6 and becoming the most-nominated Oscar loser.
"I'd be lying if I haven't made a version of this speech before I think I was probably eight years old and staring into the bathroom mirror, and this would have been a shampoo bottle," Winslet said. "Well, it's not a shampoo bottle now. I feel very fortunate to have made it all the way from there to here."
She credited her fellow actors and crew members for making "The Reader" a top film.
"There was no division between the cast and the crew on this film and that's what made it so special, to have been surrounded by remarkable group of people who provided an unbroken chain of support," she said.
At 33, Winslet is the youngest actress to earn six Oscar nominations. The record was previously held by actress Bette Davis, who was 34 when she received her sixth nomination for "Now, Voyager" in 1942.
The late Heath Ledger won the Oscar for best supporting actor for his role as the Joker in "The Dark Knight," while Penelope Cruz was named best supporting actress for her steamy performance in "Vicky Cristina Barcelona."
Ledger, who died of an accidental overdose of prescription medication on Jan. 22, 2008, had already posthumously won Golden Globe and Screen Actors Guild awards for his role as the mentally tortured Joker in the Batman sequel.
Ledger's father Kim, mother Sally and sister Kate accepted the award on his behalf, and they received a standing ovation as they walked to the Kodak Theatre stage.
"This award tonight would have humbly validated Heath's quiet determination to be truly accepted by you all here, his peers, within an industry he so loved," Kim Ledger said.
Cruz was named best supporting actress for her role as Maria Elena in the Woody Allen film "Vicky Cristina Barcelona." She was nominated for best actress in 2007 for "Volver," but this was her first win.
"Has anybody ever fainted here? I might be the first one," Cruz said as she accepted the award. She thanked Allen for "trusting me with this beautiful character."
"Thank you for having written over all these years some of the greatest characters for women," she said.
Cruz said she would always watch the Oscar ceremony while growing up in Spain.
"And always the night of the Academy Awards, I stay up to watch the show and I always felt that this ceremony was a moment of unity for the world because art, in any form, is and has been and will always be our universal language and we should do everything we can ... to protect its survival," she said.