It was a 'Million Dollar' night.
Clint Eastwood's "Million Dollar Baby" (search) won the Oscar for best picture Sunday night, beating its major competitor, "The Aviator."
The emotional movie about a female boxer and her coach also took three other trophies, including honors for director Eastwood, lead-actress Hilary Swank (search) and supporting-actor Morgan Freeman (search).
"I'm just a kid -- I've got a lot of stuff to do yet," a beaming Eastwood said after taking the director prize.
Eastwood, who at 74 became the oldest directing winner ever, noted his mother was with him when his Western "Unforgiven" won the 1992 best-picture and directing Oscar.
"She's here with me again tonight, so at 96, I'm thanking her for her genes," Eastwood said.
Martin Scorsese (search), director of "The Aviator" and one of American cinema's most esteemed filmmakers, lost to Eastwood in the directing category.
Losing for the fifth time Sunday night, Scorsese matched the record of Oscar futility held by a handful of legendary filmmakers such as Alfred Hitchcock and Robert Altman, who also went 0-for-5 in the directing category.
"The Aviator" had led contenders with 11 nominations. It came away with the most Oscars, its five awards including the supporting-actress prize for Cate Blanchett (search).
The award for best actress went to Swank for "Million Dollar Baby."
"I'm just a girl from a trailer park who had a dream," Swank said, looking the part in an elegant deep-blue backless gown.
Swank, who won the best-actress Oscar five years ago for "Boys Don't Cry," once again beat out main rival Annette Bening, nominated for the theater farce "Being Julia." Bening had been the front-runner for "American Beauty" five years ago but lost to underdog Swank.
Swank joined Vivien Leigh, Helen Hayes, Sally Field and Luise Rainer as the only actresses with a perfect track record at the Oscars: Two nominations and two wins.
The Oscar for best actor went to Jamie Foxx (search) for "Ray." Foxx was considered a shoo-in for the award, due to his uncanny performance as late music legend Ray Charles.
The wins by Freeman and Foxx followed Denzel Washington and Halle Berry's triumph three years ago for "Training Day" and "Monster's Ball," the only other time blacks claimed two acting Oscars.
Renee Zellweger, last year's best supporting actress for "Cold Mountain," presented the best supporting actor award, which went to Freeman for "Million Dollar Baby." It was his first Oscar.
Freeman thanked director Eastwood and star Swank, saying the emotional boxing movie was "a labor of love."
Freeman was the favorite for that award, though Thomas Haden Church of "Sideways" and Clive Owen of "Closer" offered strong competition.
Tim Robbins, last year's best supporting actor for "Mystic River," presented the award for best supporting actress, which went to Blanchett for "The Aviator."
"This is an indescribable surprise and honor," said the actress, who was praised for her impression of Howard Hughes' lover Katharine Hepburn. It was her first Oscar.
Blanchett was the favorite for supporting actress, but Virginia Madsen of "Sideways" and Natalie Portman of the sex drama "Closer" offered strong competition.
Comedian Chris Rock (search) started off the Oscars with a swear word ("Sit your asses down!") and continued with a series of funny but insulting jokes that took aim at everyone from Nicole Kidman to Tobey Maguire to President Bush.
"The only acting you ever see at the Oscars is when people act like they're not mad they lost," Rock said. He recalled the year when Berry won and fellow nominee "Nicole Kidman was smiling so wide, she should have won an Emmy at the Oscars for her great performance. I was like, if you'd done that in the movie, you'd have won an Oscar, girl."
The superhero action comedy "The Incredibles" won the animated-feature prize, beating 2004's biggest box-office hit, the fairy-tale sequel "Shrek 2." It was the second-straight animated Oscar for Pixar Animation, which won a year ago for "Finding Nemo."
Among the other Oscars:
The award for best adapted screenplay went to Alexander Payne and Jim Taylor for "Sideways."
The award for best original screenplay went to Charlie Kaufman for "Eternal Sunshine of the Spotless Mind."
"The Sea Inside," directed by Spain's Alejandro Amenábar, won for best foreign language film.
Al Pacino presented a lifetime achievement award to "Dog Day Afternoon" director Sidney Lumet.
Eastwood, who directed a segment of Scorsese's music-documentary TV series "The Blues," had kind words for his rival backstage.
"I was kind of a little disappointed when they started building a competition between Marty and me," Eastwood said. "I have the greatest respect for him and all the films he's done over the years."
It was the second straight year an Eastwood film won two of the four acting Oscars.
Last year, Eastwood's dark morality play "Mystic River" earned the lead-actor prize for Sean Penn and the supporting-actor award for Robbins.
Eastwood, whose first credited screen role came in the 1955 Francis the Talking Mule flick "Francis in the Navy," has climbed in the ensuing half-century to the ranks of Billy Wilder, David Lean, Robert Wise and Steven Spielberg, other filmmakers who have won two or more directing Oscars.
Uncertainty was in the air for Hollywood's big night Sunday, with an Academy Awards show potentially packed with drama yet lacking the box-office muscle to ensure a decent TV viewing audience.
Unlike last year, when "The Lord of the Rings: The Return of the King" dominated the awards as expected and flat-out front-runners took all four acting prizes, the 77th Oscars shaped up as a mixed bag, with only "Ray" star Foxx a virtual lock to win.
With no huge hits among top nominees, Oscar organizers worried that TV ratings could dwindle for the live ABC broadcast. The Oscars tend to draw their biggest audiences when blockbusters such as "Titanic" or "Return of the King" are in the mix, stoking viewer interest.
Producers of the show hoped the presence of mouthy first-time host Rock might boost ratings, particularly among younger viewers who may view the Oscars as too staid an affair.
Organizers also were trying to spice up the show with new presentation tactics, including herding all nominees on stage at the same time, beauty-pageant style, for some awards.
There was no uncertainty about the enthusiasm on Hollywood Boulevard (search) outside the Kodak Theatre, where excited fans packed into bleachers along the red carpet after waiting for hours to get in.
"It's American royalty," said Barbara Doyle, 57. "We don't have the queen. We have actors and actresses."
"I've always wanted to do this," said 48-year-old Pam Ford, who won front-row seats from a TV station and brought three friends. "To win and sit in the front row, it's beyond comprehension, anything I ever dreamed of. I could die tomorrow."
FOX News' Jennifer D'Angelo and The Associated Press contributed to this report.