Red Carpet Arrivals

Michael Clayton

star and Best Actor nominee George Clooney proved he's a man of many talents, performing a bit of The Robot for E!'s Ryan Seacrest on the red carpet. "It's a fun one," said Clooney-who squired girlfriend Sarah Larson, who wore a blue strapless beaded gown with embroidered pink flowers by Valentino Couture, down the arrivals line-of the mood at this year's festivities.

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Where was newlywed Katherine Heigl's husband, Josh Kelley? "He's mad at me because I'm not on tour with him and I'm mad at him because he's not here," the actress-in a fiery frock and matching red lipstick-joked. Once she hit the stage, Heigl, who wore Escada, came down with a case of the jitters. "I'm unbelievably nervous," she announced to the audience before announcing the nominees for Best Makeup.

Project Runway

host Heidi Klum turned the red carpet into a runway in a custom John Galliano dress with a face-framing collar. Singer Seal wore a classic Dior tuxedo worn with a narrow tie, while his model spouse accessorized with fuchsia gems. Klum's haute couture gown will be auctioned off following the ceremony on behalf of the Red Dress Campaign for Heart Truth.

Bid for Heidi's dress now!

Two-time Best Actress winner Hilary Swank, who wore a black one-shoulder Atelier Versace dress with flower appliques, admitted to packing snacks in her black evening clutch-and to eating a piece of carrot cake in the car on her way to the Kodak Theatre.

Unflappable Ellen Page flashed a dash of flapper in a low-waisted vintage Jean Louis Scherrer dress and marcel waves. The Juno star and Best Actress nominee finished her look with a simple pearl and rock crystal Fred Leighton necklace.

Cate Blanchett

, nominated this year for both Best Actress and Best Supporting Actress, looked surprisingly calm in a purple Dries Van Noten halter dress that showed off her pregnant shape to perfection. (The actress's third child is due in April.) Just one night ago, Blanchett won a Film Independent's Spirit Award for her portrayal of Bob Dylan in I'm Not There.

Nicole Kidman

was among the famous moms-to-be in attendance, accentuating her baby bump with a layered 1,399-carat diamond necklace designed by L'Wren Scott and a simple Balenciaga gown. After making it into the theater at the last minute with husband Keith Urban, Kidman embraced fellow Aussie Cate Blanchett before taking her seat.

Renee Zellweger

dazzled in a silver, strapless Carolina Herrera dress with a thigh-high split; she accessorized with silver shoes and two vintage diamond brooches from Cartier. The 2004 best supporting actress winner finished her glam look with smoky eyes and dark red lips.

Presenter Cameron Diaz-who plays a Vegas-bride in the upcoming film, What Happens in Vegas-was all smiles as she flaunted her figure in curve-hugging Dior by John Galliano and stunning white gold and diamond Bulgari ring.

Nominated for Best Actor for his role as a murderous-and messy!-barber in Sweeney Todd, Johnny Depp cleaned up nice for the ceremony. Depp was accompanied by his paramour, French chanteuse Vanessa Paradis.

Best Actress nominee Laura Linney may have played a dowdy spinster in The Savages, but she was a stunner on the red carpet in a strapless fishtail Michael Kors gown worn with a Cathy Waterman gold pendant and cuff.

Expectant parents Cash Warren (in Ferragamo) and Jessica Alba shared a smile on the red carpet. Alba, in an Empire-waist Marchesa gown, admitted to E! that she is in her third trimester, but wouldn't reveal her due date. "I'm kind of keeping that a secret," she said.

"Everything [in my life] is really balanced," said presenter Jennifer Garner, when asked how she goes from being a mom to playing the role of major movie star. Garner was a true leading lady in an Oscar de la Renta gown and Van Cleef and Arpels diamonds.

Gone, Baby Gone

star and Best Supporting Actress nominee Amy Ryan was elegant on the red carpet in a midnight blue, one-shoulder Calvin Klein Collection gown.

"They're screaming!" said Amy Adams of the fan-demonium outside the Kodak Theater. The actress showed off her elegant Proenza Schouler gown and a gilded purse that was all fashion and no function. "There's nothing in it," she admitted about her pretty gold pouch.

Grey's Anatomy

heartthrob Patrick Dempsey and his wife, celebrity makeup artist Jillian Dempsey, walked the red carpet in Versace. Dempsey will likely bump into Grey's costar-and fellow presenter-Katherine Heigl at the big show.

Anne Hathaway

channeled old-school Hollywood glamour in a red goddess gown adorned with fabric roses, by Marchesa. The Becoming Jane actress added to her star wattage with 10-carat Harry Winston diamond earrings, valued at more than $1 million.

Presenter Penelope Cruz arrived in L.A. just in time to squeeze in a quick rehearsal and a glam session before hitting the red carpet. The actress accessorized her Chanel Haute Couture navy feather embroidered gown with 25-carat ruby and diamond earrings, a 26-carat diamond bracelet, and a 6-carat marquise cut diamond ring, all from jeweler Chopard, and a Roger Vivier clutch.

Javier Bardem

(in Prada) greeted cheering fans and friends in Spanish as he made his way up the red carpet. The No Country For Old Men star is up for Best Supporting Actor.

Presenter John Travolta stopped for a photo with wife Kelly Preston, who wore a vibrant Roberto Cavalli gown and Lorraine Schwartz jewels.