Joaquin Phoenix rubbed elbows with Terrence Howard. Tan, blond stunner Charlize Theron threw her arms around Matt Dillon. Reese Witherspoon chatted with Michelle Williams, who clutched fiance Heath Ledger's hand. And hip-hop songwriter Paul Beauregard, wearing armloads of diamonds and a black baseball cap, flashed his jewel-encrusted smile.

Welcome to the 25th annual Oscar-nominees luncheon.

With their beef tenderloin and Chilean sea bass growing cold on their tables, 116 Academy Award nominees -- from actors to visual-effects designers -- moved and schmoozed their way onto a set of risers for an Oscar-class photo Monday at the Beverly Hilton Hotel.

Side by side, costume designers next to directors, sound mixers near screenplay writers and famous faces aside not-so-famous faces, they celebrated their membership in Hollywood's most exclusive club.

"There are no winners here today," said Academy president Sid Ganis as they assembled. "There are no losers here today."

The gathering, he emphasized, was just a chance for the industry's elite to "come together, relax and enjoy their nominee-ness."

After the group photo, the honorees dispersed one by one as their names were called, collecting applause from their peers. And from Ganis, each got a handshake, a nomination certificate and a special-issue Academy sweat shirt.

Thrice-nominated George Clooney got a little something extra: a pat on the butt from the Academy president.

When Howard, best-actor nominee for "Hustle & Flow," heard his name, he curtsied for the crowd. Phoenix, a best-actor nominee for "Walk the Line," was so excited that he bounded down the risers, nearly knocking over a human-sized Oscar statue, and leaped into Ganis' arms.

"Capote" director Bennett Miller, looking boyish in slim-fitting jeans and floppy, unkempt curls, shuffled up to Ganis. "Munich" best-director nominee Steven Spielberg, who Ganis said attended the first nominees luncheon 25 years ago, proudly strutted up to the Academy honcho and gave him a hug.

"Capote" co-star Catherine Keener, a best supporting-actress nominee, took her oversized Oscar sweat shirt and immediately tossed it over her sleek brown shift.

Thanks to what Ganis called "relentlessly democratic seating," the most celebrated of the celebrities had been sprinkled throughout the hotel's International ballroom during the meal.

Best actor contender Philip Seymour Hoffman, in a plaid shirt, gray pants and weathered black jacket, dined alongside veteran thespian Karl Malden. Witherspoon, up for best actress, was seated near "Good Night, and Good Luck" co-writer Grant Heslov.

Williams and Ledger, nominated for their roles in "Brokeback Mountain," were at different tables, but still close enough to lean backward for a kiss.

Later, the nominees got some pointers from Oscar producer Gil Cates, who advised them that some Oscars will be presented to winners in their audience seats at the Kodak Theatre. "You'll get a letter from me so you're not surprised," he told them.

Cates also admonished all to keep their thank yous brief and lively.

"Oscar shows are judged by one standard and one standard only: the quality of the acceptance speeches," he said. "Start thinking of what you might say should you be fortunate enough to find yourself in front of the microphone on March 5.

"The rest of you can play with your BlackBerries."

As the luncheon broke up, Jake Gyllenhaal, nominated for best supporting actor for "Brokeback Mountain," seemed humbled by the event.

"The company is kind of exquisite and the history is obvious. This is a true honor," the young actor said. "To be nominated for something as important socially as it is artistically makes me feel really proud."

Shane Acker, nominated for his short animated film "9," found it all overwhelming.

"I feel like a fly on the wall," he said. "It's pretty incredible to think I'm a peer of these amazingly talented people."