LOS ANGELES, Feb. 27 (UPI) -- Martin Scorsese's Howard Hughes biography "The Aviator" won five Oscars -- more than any other movie at the 77th Academy Awards in Los Angeles Sunday -- but Clint Eastwood's boxing-themed drama "Million Dollar Baby" scored a late-round knockout, with a directing Oscar for Eastwood and the top prize for Best Motion Picture.
"The Aviator" came into the night with 11 nominations, more than any other film this year. Halfway through the evening, Scorcese's epic seemed to be on a roll with five Oscars -- including statuettes for Best Actress in a Supporting Role (Cate Blanchett) and a handful of technical awards.
But when the final two Oscars were presented to Eastwood and "Million Dollar Baby," Eastwood had his second directing and best picture Oscars -- he won in 1992 for "Unforgiven" -- and Scorcese once again went home without an Oscar, even though he had been nominated four times before this year for directing and twice for writing.
Eastwood did not mention that storyline in his acceptance speech. He did mention director Sidney Lumet, who had received an Honorary Academy Award earlier in the evening, and noted that at 74, he is still six years younger than Lumet.
"I'm just lucky to be here," said Eastwood, "and lucky to still be working."
Backstage, Eastwood joked that he had a message for the youth-dominated Hollywood culture.
"Yeah, we're taking over," he said, "the AARP and me."
Eastwood said he was "a little bit disappointed" when the entertainment press built up the competition between him and Scorsese, because he has "the greatest respect" for Scorsese.
"There's a lot of great movies that have won the Academy Award," he said, "and a lot of great movies that haven't."
Swank won her second best actress Oscar for her performance in "Million Dollar Baby." She won her first for "Boys Don't Cry" in 1999.
"I don't know what I did to deserve this," said Swank in her acceptance speech. "I'm just a girl from a trailer park who had a dream."
Freeman -- who had been nominated for the Oscar three times in the past -- won his first statuette for his performance as old-time boxer Eddie "Scrap-Iron" Dupris in "Million Dollar Baby."
Foxx -- who won virtually all of the major best actor awards this year, including the Golden Globe and the Screen Actors Guild Award -- received a standing ovation as he took the stage at the Kodak Theatre to accept the statuette.
"Give it up for Ray Charles and his legacy," said Foxx, "and thank you Ray Charles for living it."
Speaking with reporters backstage, Foxx was asked about the significance of two black actors -- Freeman and him -- winning Oscars on the same night for the first time ever.
"For the young kids out there, in our community, there are so many negative things that they're influenced by," he said, "why not have something positive and then stamp it with blackness?"
Chris Rock got good reviews from participants in the show who came backstage to talk to the entertainment press, for his first turn as host of the Academy Awards. When Rock came backstage, he had a ready joke when he was asked how it felt for him to see "so much color" in the room at the Oscars.
"It's always good to see some color in the room that don't have mops," he said.
Would he do the Oscars telecast again?
"I would do it again," he said. "Who knows if they would want me again? Let's not assume."
During the show, Rock turned his irreverent humor on a range of subjects, including Hollywood liberals and President George W. Bush. He said that actor and liberal political activist Tim Robbins "bores" people with his politics, but he also slammed Bush for federal budget deficits and for waging war in Iraq without proof that Saddam Hussein possessed weapons of mass destruction.
He also had words of encouragement for U.S. troops overseas.
"Before we start the show," said Rock, "I just want to send some love out to all our troops all over the world fighting for freedom."
Aside from "Million Dollar Baby" and "The Aviator," this year's top nominated films settled for modest success at the Academy Awards. In addition to Foxx's Oscar, "Ray" had one award for sound mixing. "Finding Neverland" had one for Jan A.P. Kaczmarek's music score, and "Sideways" took the prize for Best Adapted Screenplay.
The Oscar for Best Original Screenplay went to Charlie Kaufman for "Eternal Sunshine of the Spotless Mind."
Mel Gibson's "The Passion of the Christ" came into the night with three nominations, but did not win an Oscar.
"The Sea Inside" won for Best Foreign-Language Film, and "Born into Brothels" was named Best Documentary Feature.
Writer-director Brad Bird's "The Incredibles" won for Best Animated Feature Film.
The 77th Academy Awards were presented at the Kodak Theatre in Los Angeles, in ceremonies televised live by ABC.