HOLLYWOOD -- "Yeah, we're taking over. The AARP and me." That was the threat issued backstage Sunday night as 74-year-old Clint Eastwood smiled and clutched his shiny new trophies following the 77th Annual Academy Awards.

With Best Picture in one hand and Directing in the other, the famously gruff star had plenty to say about the four golden men that went the way of his boxing drama "Million Dollar Baby." "There's a lot of great movies that have won the Academy Award," Eastwood continued as he spoke with the assembled masses in the Oscar pressroom, "and a lot that haven't. You just do the best you can."

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Obviously, the Academy's voters felt that his best was pretty good, also recognizing "Baby" stars Hilary Swank and Morgan Freeman with leading actress and supporting actor Oscars. In a night with few surprises, "The Incredibles" took home best animated feature, Cate Blanchett was recognized for channeling Katharine Hepburn in "The Aviator," and, after the most predictable race this side of the Road Runner and Wile E. Coyote, Jamie Foxx won the leading actor trophy.

"She said, 'Can we get together?' " Foxx joked afterward about what exactly presenter Charlize Theron whispered in his ear. "Can we talk about us?" Always the comedian, Foxx made reference to all his years on tour and some of the more undesirable films ("Booty Call," anyone?) he had to endure before finding the role of a lifetime in "Ray." Expanding upon his acceptance-speech mention of a life-altering meeting with Sidney Poitier, Foxx recalled that the legendary actor told him to "Take responsibility as far as art is concerned. That's the main thing he said, be responsible for your art."

With Oscar firmly in hand, Foxx is now assured that history will immortalize the swaying, howling, flawed Ray Charles that he captured so brilliantly. The portrayal of a legend also put the first Oscar on the mantelpiece of Blanchett, as she recalled finding a private side of Hepburn that molded her onscreen persona. "She was an athlete," Blanchett said of the tennis-loving legend. "I was very interested in trying to just capture her athleticism."

Photos: Oscar Highlights

Athletic prowess was hard to forget, thanks to both of Sunday's female acting winners. Swank, framing her buff arms with a beautiful scooped-back blue gown (see [article id="1497525"]"And The Red Carpet Oscars Go To ... Kirsten, Usher, Cate, Leo And Diddy"[/article]), commented on furthering a boxing-movie tradition that brought Oscar wins to names like Marlon Brando and Robert De Niro. "I would say one of these things is not like the other," she sang jokingly. "I'm a little bit in awe, and speechless that my name would be mentioned with those."

Making reference to her first Oscar win a half-decade ago, Swank continued: "After doing 'Boys Don't Cry' I realized how few and far between the great roles were. I'm really lucky that it's only been five years." The 30-year-old said she hopes to win a few more before she's finished, but she won't be seeking out traditional Oscar-baiting fare. "I would play a hooker if it were the right hooker. I just haven't found a hooker that is meaty enough yet."

With every winner, four losers are created, and this year saw yet another best director Oscar slip through the deserving fingers of Martin Scorsese. Although his "The Aviator" came away with the most Oscar wins -- five -- this year's awards will likely be remembered more as the Clint Eastwood show. "I was a little bit disappointed when they started building a contest between Marty and myself," Eastwood insisted, "because I have the greatest respect for him and the films he's done over the years, right up to 'Aviator.' "

This year's ceremony offered plenty to remember, from Barbra Streisand's blindness to Beyoncé's multiple outfit changes. As is traditional, all of the nominees in the Original Song category were performed live at the ceremony, and this year Beyoncé performed three of them, changing costumes each time for "Look to Your Path (Vois Sur Ton Chemin)" from "The Chorus," "Learn to Be Lonely" from "The Phantom of the Opera" and "Believe" from "The Polar Express." The latter was a duet with classical crooner Josh Groban. But nothing came close to the animated hosting duties of Chris Rock, who started the evening by telling the assembled stars to "Sit your asses down!" and proceeded to made joke fodder out of everyone from Michael Moore to Jesus to Jude Law.

With his first Oscar-hosting gig behind him, Rock revealed what he told himself prior to his monologue. "It's time to bring it mother-----, bring it!" Then, admitting that he had never gone three hours before without throwing in some obscenities, the comedian revealed his secret to keeping things PG this time around. "I don't curse in front of my mother, and my mother was sitting right in my view, front and center. I can't curse in front of Rose Rock."

But Rock keeping it clean was just one of several notable events that occurred at the Kodak Theatre on Sunday evening: Two legends north of 65 became million-dollar babies, and for the first time the leading and supporting actor awards both went to black actors. "It means that Hollywood is continuing to make history," Morgan Freeman beamed backstage. "Life goes on. Things change. They never stay the same. So we're evolving with the rest of the world."

For Freeman, Eastwood and the American Association of Retired Persons, the 77th annual Academy Awards was an unforgettable evening that was blind to race, age and, yet again, Martin Scorsese.

Winners at the 77th annual Academy Awards:

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