The Oscars

The two have dominated Hollywood's awards season over their fellow nominees, Judi Dench in "Mrs. Henderson Presents," Keira Knightley in "Pride & Prejudice" and Charlize Theron in "North Country."

At the Golden Globes, Witherspoon took best actress in a musical or comedy and Huffman won for dramatic actress.

Witherspoon's win over Huffman at the Screen Actors Guild Awards seems to give her the Oscar edge. And it doesn't hurt Witherspoon's chances that "Walk the Line" is a $100 million hit, while "Transamerica" is a modest arthouse success.

But the Oscars have a history of honoring the little-seen gender-bending flick over the big, splashy hit. Just ask Annette Bening and Hilary Swank.

Six years ago, Bening was the favorite as a caustic suburban wife in the wildly popular "American Beauty." Like Witherspoon, Bening had won the Golden Globe for best actress in a musical or comedy and the SAG prize. Like Huffman, Swank had earned the Golden Globe for dramatic actress as a woman impersonating a man in the small art-house hit "Boys Don't Cry."

On Oscar night, Swank won.

This year's nominations were the first for both Witherspoon, a Hollywood marquee name whose hits include "Legally Blonde" and "Sweet Home Alabama," and Huffman, a respected stage performer who was largely a bit player on screen until her TV success with "Desperate Housewives."

Like "Walk the Line" co-star Joaquin Phoenix -- nominated for best actor as the love of Carter's life, Johnny Cash -- Witherspoon did her own singing and learned to strum the autoharp, the instrument that Carter played.

Witherspoon is an absolute spitfire in "Walk the Line," beautifully capturing the gabby humor of Carter's stage persona and the serious demeanor of a woman holding her passion for Cash in check until he cleans up his act in his private life.

In show business since age 12, Witherspoon's connection to Carter, part of the legendary country-music clan, goes back even further.

"I was 9 years old when I first heard the Carter family. I actually played her mother in the fourth-grade play, so I had to practice over and over again, 'I Saw the Light,' and play the autoharp," Witherspoon said. "So I had a little practice with the autoharp."

As gender-bending performances go, Huffman's is up there with Swank's, Dustin Hoffman's in "Tootsie" or Julie Andrews' in "Victor/Victoria."

In the road-trip tale "Transamerica," Huffman is a marvel of tics, shy glances, awkward posture and heartbreaking melancholy that underlies the sunny surface disposition of a man on the verge of becoming the woman she always wanted to be.

It was the first film lead Huffman had ever been offered, and she has worked tirelessly to get "Transamerica," shot on a tiny $1 million budget, seen as widely as possible.

"What I've actually decided is, I'm building a sandwich board, so I'm going to be going around ringing the bell," Huffman said. "The reason I would like people to see this film, aside from the fact that I actually am proud of it, is because I think it uplifts and I think it unifies. And I don't mean to be on a soapbox, but it's lovely to have stories that break down the walls of, 'You're different from me."'

Two nominees already have Oscars, Theron as best actress for "Monster" and Dench as supporting actress for "Shakespeare in Love."

Theron is an iron-willed tiger in "North Country" as a single mom who fights back against sexual harassment by male co-workers at a Minnesota mining company.

Before her remarkable transformation in "Monster," Theron was known more as a gorgeous face than a serious actress, despite a solid performance in "The Cider House Rules" and twice co-starring in Woody Allen films.

With her second nomination in three years, Theron has established herself as a Hollywood heavyweight.

A five-time nominee, Dench is a perpetual heavyweight whether in Oscar-nominated roles for "Mrs. Brown," "Iris" and "Chocolat" or playing spymaster "M" in the James Bond movies.

In "Mrs. Henderson Presents," Dench is a delightful mix of dictatorial derision and fickle fancy, playing a society widow who launches a nude stage revue in prudish 1930s London.

Dench had a scene-stealing role opposite first-time nominee Knightley in "Pride & Prejudice," the Jane Austen adaptation that was a throwback to old-fashioned period romances without a trace of modern cynicism.

A dance-rehearsal room is now an office for 50 production workers, complete with desks, phones and computers and, natch, a table topped with coffee, chips and Krispy Kremes.

What was once a hallway is becoming a glamorous green room, designed to look like an old-fashioned movie theater lobby. Posters from this year's best-picture nominees line the wall, illuminated just so by overhead lights being adjusted by a man with a screwdriver perched precariously on a ladder.

It's the Oscars countdown.

Foxx, who received an Oscar last year for portraying Ray Charles in the movie "Ray," has begun performing tracks from his album "Unpredictable."

"It's good to be surrounded by black folks," Foxx said. "Black folks are music."

Foxx said after the show that music was "what I always wanted to do."

An FBI official, who did not want to be identified, tells TMZ the prospect of terrorist threats is "pretty huge." Another law enforcement source says there's greater concern than usual because of 'Paradise Now,' a controversial film about two would-be Palestinian suicide bombers who target Israel. The movie is up for Best Foreign Language Film.

An LAPD official tells TMZ that the law enforcement presence won't increase because of the film, adding that resources are "sufficient" to cover the event.

"I don't think we're going to win any," a deadpan Clooney told reporters Friday, where "Syriana" was screened at Berlin's annual film festival. "There's been a lot of 'Brokeback Mountain' stuff."

His nomination in the screenplay category for "Good Night, and Good Luck" puts him up against Stephen Gaghan, who wrote and also directed "Syriana."

In "Syriana," Clooney plays a veteran CIA agent assigned to assassinate the heir to the throne in an oil-rich Persian Gulf country.

"Oscar nominations are as important as anything," he said. "The hope is that people will see this film I don't know about wins."

Clooney grew a beard and piled on weight for the role.

"It'll be such an important night," says the 61-year-old amateur cowboy and rodeo competitor, who feels that "Brokeback Mountain" tells the story of his own gay life and struggles in a strikingly personal way.

Gay activist groups are anticipating the March 5 Academy Awards, where "Brokeback Mountain" is favored to win as many as eight Oscars, as a rallying point and a crucial moment for their cause.

One group likens it to the April 1997 moment when Ellen DeGeneres came out as a lesbian on her sitcom. Susanne Salkind of the Human Rights Campaign, the largest national gay rights group, said Oscar night will be an opportunity to raise gay issues "to another level in American culture."

Last Friday, the group sent e-mails to 120,000 members, encouraging them to hold house parties on Oscar night -- just as it did the night DeGeneres came out. It's also sending out "Oscar party kits" to help in recruiting, and is offering prizes of T-shirts, bags and watches, depending on how many new members get signed up.

"We want to transform this social occasion into something much more important," Salkind said.

With Oscar noms only days away, TMZ reviewed the 2005 Oscar nom track records of USA Today, Us Weekly, the Associated Press and Variety, against Oscarcentral.com, Oscarwatch.com, EverythingOscar.com, and TheFilmExperience.net. So who was more dead-on, respected traditional critics or their blogging counterparts?

The envelope please.

Of the 25 most commonly-predicted nominees, the traditional critics got it right 21 times, the bloggers eeked out a better track record with 23.

Sasha Stone of OscarWatch.com has a theory: "Professionals tend to take bigger chances with their predictions in order to distinguish themselves from the others."

Tom O'Neill with TheEnvelope.com is tougher on traditional critics whom he claims are guilty of "wishful thinking. Don't give me who should win. Give me who will win." Take the poll on Oscar noms, which are announced on Tuesday. See if TMZ does better than the pros.

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Oscar Hopeful: Maria Bello
Oscar Hopeful: Philip Seymour Hoffman

The awards, announced Thursday, are given to performers who have made a "lasting and impressive contribution to the world of entertainment," by Hasty Pudding Theatricals, the nation's oldest undergraduate drama troupe.

Berry will lead a parade through the streets of Harvard Square on Feb. 16, with students dressed in drag.

Berry, 39, won an Oscar and a SAG award for her performance in "Monster's Ball." She also earned an Emmy for her performance in the HBO film "Introducing Dorothy Dandridge."

Berry will reprise her role as Storm in "X3," the third installment in the "X-Men" series, due May 26.

Gere, 56, won a Golden Globe for best comedy-musical actor, for "Chicago." His other work includes "An Officer and a Gentleman," "American Gigolo," "Internal Affairs" and "Pretty Woman."

Gere is also the founder of the Gere Foundation, which contributes to health education and human rights projects and is dedicated to promoting awareness of Tibet's endangered culture.

Swank won last year for her portrayal of female boxer Maggie Fitzgerald in 'Million Dollar Baby.' She received her first Oscar in 1999 for playing Teena Brandon in 'Boys Don't Cry.' Swank's upcoming films include 'Freedom Writers,' 'The Reaping' and 'The Black Dahlia.'

Swank was in the news last week for her announcement that she and her husband of eight years, Chad Lowe, are separating. She told reporters at this year's Golden Globes that she and her husband were working on reconciling their marriage.

The Academy Awards will be presented on Sunday, March 5, 2006, at the Kodak Theatre.

Here at TMZ we've been wondering who can live up to the hype and hyperbole of Hollywood's holiest showdown. Who will lead us this year on Oscar night, and shine Hollywood's biggest and brightest spotlight on the stars?

Steve Martin seems like an obvious choice this year; he has two big movies between now and then, 'Cheaper by the Dozen 2' and 'The Pink Panther,' and is in Oscar consideration for another, 'Shopgirl.' Martin hosted in 2003 and 2001 to strong acclaim.

Whoopi Goldberg has already been there and done that: in 2002, 1999, 1996, and 1994.

David Letterman hosted in 1995, but has that pesky restraining order hanging over his head which could knock him out of the running.