An inside look at the Oscars -- What went on behind the scenes of Hollywood's biggest event

3:22 PM PST The Red Carpet
Red carpets are sad places without stars. For hours now, TV crews and fans have been standing under clear plastic tents (and overcast skies) outside Hollywood’s Kodak Theatre, waiting in vain for a little glamour. The pickings have been slim. Lisa Rinna has made an appearance. So have Heidi Klum and Seal, as well as Best Supporting Actor nominee Tom Wilkinson. And then — the heavens part — George Clooney arrives. The crowd in the bleachers screams and surges forward, chanting, ”George! George! George!” Dan Glickman, the head of the Motion Picture Association of America, murmurs to a reporter, ”They didn’t do that for me.”

Writer-director Paul Haggis, who pulled a big Oscar upset two years ago when his film Crash beat Brokeback Mountain for Best Picture, is hoping to witness some similar shockers tonight — like, say, a Best Picture win for Juno. ”Wouldn’t that be cool? I always like being surprised here. People start to tell us who’ll win three months ahead, and it gets kinda boring.”

3:26 The Fashion Expert’s Viewing Party
Daniel Vosovic, finalist from Project Runway: Season 2, watches the red-carpet preshow at his friend’s Tribeca loft and e-mails EW with his fashion reactions: ”Wow, [E! host] Ryan Seacrest is sporting a mocha-colored lapel on a black tux. Not sure if I like it. And [fashion designer] Kimora Lee Simmons is literally serving so much bling I’m completely distracted from her breasts.”

As presenter Anne Hathaway arrives in a red Marchesa gown, Vosovic notes: ”That makes two starlets sporting the bloodred color, including Heidi Klum in that stunning red Galliano. One more and we have a trend!”

3:58 The Red Carpet
Diablo Cody, a first-time nominee for her screenplay for Juno, says that on a scale of 1 to 10, she’s feeling about 9.2. ”If 1 is bored and 10 is, like, too good and nauseated,” she says, ”I’m ready to spew.” Fortunately, she notes, she’s wearing a leopard-pattern dress. ”This print is conducive to vomit.”

Michael Clayton‘s Wilkinson makes a prediction: ”I will lose to Javier Bardem.”

Juno costar Olivia Thirlby (who plays Ellen Page’s best school chum) runs into Best Original Screenplay nominee Tamara Jenkins (The Savages). They chat for a bit, and Jenkins moves on. ”Omigod, she’s so badass,” Thirlby says. ”You’ve got to support badass women filmmakers.” Badass actors, too. ”I can’t believe I’m going to be in the same room with Daniel Day-Lewis!” she says.

4:18 The Fashion Expert’s Viewing Party
Vosovic watches in horror as Gary Busey interrupts an interview Seacrest is conducting with Laura Linney and Jennifer Garner and kisses Garner on the neck: ”Jennifer looks so scared. I feel for her and her gorgeous hair.”

Hannah Montana star Miley Cyrus arrives. Vosovic: ”Miley is wearing red — we have a trend! I know she’s young, but Miley should take makeup tips from Anne Hathaway. That’s how you do red/pink tones.”

4:25 The Red Carpet
Mickey Rooney toddles down the red carpet, wearing a suit with military-looking medals on the breast pocket. Meanwhile, presenters (and moms) Keri Russell and Garner run into each other and stop to discuss the logistical challenges of breast-feeding while on the go. Seacrest, who will go on to grill mom-to-be Jessica Alba on the topic during the preshow, misses the exchange completely.

John Travolta has accidentally stepped on the dress train of Michele Lee, wife of Juno director Jason Reitman. She can’t move, and Travolta is in the middle of an interview, unaware. Lee turns to Reitman and asks, ”What do I do?” The couple patiently wait for Travolta to finish.

Clooney downplays his chances of taking home the Best Actor prize for Michael Clayton. ”Honest to God, I really don’t think there’s a shot in hell,” he says. ”Daniel [Day-Lewis] sort of screws it for everybody.”

4:33 The Fashion Expert’s Viewing Party
Watching Alba work the red carpet, Vosovic writes, ”Jessica’s dress is gorgeous: Marchesa, of course. But it looks like she needs to pull it up. A great necklace or drop earrings would’ve kept the focus near her face. Marion Cotillard is so darn cute. A gorgeous Jean Paul Gaultier dress. The ‘fish-scale’ texture is highly unusual and a fabulous risk.”

4:35 The Red Carpet
Superbad stars Seth Rogen and Jonah Hill, who will be presenting awards tonight, seem dumbfounded by their first Oscar experience. ”It’s weird that we’re standing 10 feet from George Clooney and no one’s tackling us to keep away from him,” Hill says. ”Yeah,” adds Rogen, ”and the fact that Jack Nicholson will be forced to look at us for, like, 40 seconds is weird.” Fellow presenter Steve Carell steps up to greet Rogen, causing the latter to exclaim, ”It’s so weird!”

Ratatouille director Brad Bird, whose film is up for Best Animated Feature, notes the downbeat tone of many of this year’s nominated films. ”I sometimes wonder,” he says, ”if all the rats had died, would we have gotten a Best Picture nomination?”

Miley Cyrus and Patrick Dempsey each reach the fan bleachers at the end of the red carpet at the same time, to the sound of deafening cheers.

A photographer yells to Cyrus, ”Give me a big f—ing smile!” She does.

4:57 The Fashion Expert’s Viewing Party
As presenter Katherine Heigl makes her way down the carpet, Vosovic writes: ”Can someone please wash off Katherine’s makeup? She’s a beautiful woman, but there’s way too much going on there.”

4:58 The Red Carpet
Tilda Swinton declares that she has no chance of winning the Best Supporting Actress prize for Michael Clayton: ”It’s not gonna happen.”

Clooney runs into No Country for Old Men star Josh Brolin, and adjusts the actor’s tie for him.

5:06 The Grumpy Journalist’s Couch
Reporting from his home in Brooklyn, EW senior editor Josh Wolk e-mails his reaction to the show thus far: ”I had no preshow spirit this year, knowing Joan Rivers wouldn’t be around to mangle celebrity names on the red carpet. But ABC’s preshow host Regis Philbin just asked The Savages‘ Laura Linney about her costar ‘Seymour Hoffman,’ and then pointed out ‘Xavier Bardem.’ Suddenly, all is right.”

5:13 The Red Carpet
Minutes before the show is set to start, Best Actor nominee Viggo Mortensen, Best Actress nominee Julie Christie, and director Michael Moore, nominated for Best Documentary, straggle into the theater. Suddenly, Nicole Kidman appears with Keith Urban, stops for photos, then meanders along the carpet, trailing people behind her like the Pied Piper.

5:30 The Kodak Theatre
The Oscar telecast begins.

5:33 The Grumpy Journalist’s Couch
Jon Stewart launches into an opening monologue packed with jokes about the writers’ strike and the presidential election. Then he describes Bardem’s performance in No Country for Old Men — ”combining brilliantly Hannibal Lecter’s murderousness with Dorothy Hamill’s wedge cut.” Wolk grouses, ”Every reaction shot of Bardem reveals a stone-faced Tommy Lee Jones hovering right over his shoulder. Jones’ withering gaze is where humor goes to die.”

The Elton John Party at the Pacific Design Center, West Hollywood At John’s AIDS Foundation event, last year’s host, Ellen DeGeneres, laughs out loud when Stewart jokes about Barack Hussein Obama and the failed presidential campaign of ”Gaydolf Titler.”

6:15 The Fashion Expert’s Viewing Party
As Jennifer Hudson presents the Best Supporting Actor Oscar to Bardem, Vosovic notes, ”Jennifer looks stunning in white, but her breasts look like they’re in pain. Cute hair, though.”

6:30 The Kodak Theatre, First-Floor Lobby Bar
As Bardem is off celebrating his Best Supporting Actor win, Paul Dano (There Will Be Blood) is drinking Scotch with Julian Schnabel, a Best Director nominee for The Diving Bell and the Butterfly. Dano is still adjusting to the whirl of Oscar night. ”I want to relax, ease into this,” he says. ”It’s strange.” Russian director Sergei Bodrov, director of Mongol, a nominee for Best Foreign Language Film, approaches Schnabel to tell him that Diving Bell is ”a masterpiece.”

6:39 The Grumpy Journalist’s Couch
As Swinton wins the Best Supporting Actress prize, noting in her acceptance speech that her agent is ”the spitting image” of the Oscar statue, Wolk e-mails, ”Cate Blanchett silently curses herself for picking an agent shaped like a bent CableACE.”

7:13 The Kodak Bar
Wilkinson muses on Best Actress nominee Julie Christie, whom he’s just met. ”When I was starting out I wanted three things: to make movies, to make money, and to have sex with Julie Christie,” he says. ”I wanted to tell her that, but I don’t think she’s the kind of woman who does humor.” Nearby, director Spike Lee eats a turkey sandwich, wearing Air Jordans and a Barack Obama campaign pin.

7:15 The Elton John Party
When Cotillard scores a surprise Best Actress win for La Vie en Rose, John’s longtime lyricist, Bernie Taupin, makes a call on his cell phone and announces, ”Justice is done!”

7:36 The Press Room, Backstage at the Kodak
Cotillard appears before reporters, still shaking and breathless from her unexpected win. ”I am totally overwhelmed with joy and sparkles and fireworks!” she says.

7:43 The Kodak Theatre
A little more than two hours into the show, Stewart takes the temperature of the crowd during a commercial break. ”Are you all hanging tough? Are you going to make it?” he asks. ”After this, we’re redoing the Golden Globes.”

7:50 The Kodak Bar
Wesley Snipes hangs out with Louis Gossett Jr. and admits he hasn’t seen any of the Best Picture nominees. ”I’m looking forward to the Daniel Day-Lewis movie, though,” Snipes says. ”I hear it’s great.” In the theater, ”Falling Slowly,” from Once, wins Best Original Song, and generates some of the loudest applause of the night.

7:57 The Kodak Theatre
Stewart brings Once’s Best Original Song co-winner Markéta Irglová onto the stage to finish her acceptance speech, which had been cut off by the orchestra. ”We had never planned for [Markéta] to speak, actually,” her partner, Glen Hansard, says later. ”But Jon Stewart came up to us backstage and said, ‘They cut you off. They want you to go back on.’ They said they’ve never done that before. F—ing hell!”

8:00 The Kodak Bar
Actress Rose McGowan has taken up residence. She keeps sitting on a granite countertop and security keeps asking her to get down.

8:34 The Grumpy Journalist’s Couch
After Day-Lewis wins Best Actor for There Will Be Blood and thanks the Academy for ”whacking me with the handsomest bludgeon in town,” Wolk e-mails: ”He has a gaping head wound of gratitude, and just hopes his insurance will cover the affirmation of his peers.”

8:38 The Kodak Theatre
During another commercial break, Stewart passes out Twizzlers to the audience. (”The people looked famished,” he says later. ”I didn’t want anything crazy going down — no cannibalistic rituals.”)

8:46 The Grumpy Journalist’s Couch
When No Country wins Best Director and Best Picture, surprising no one, Wolk morosely predicts ”four more weeks of that annoying guy in your office calling you ‘Friend-o.’ ”

9:00 The Governors Ball
The biggest Oscar after-party begins in a glittering hall above the Kodak, where hundreds of glass orbs hang from the ceiling. The pop orchestra Pink Martini plays on a balcony overlooking scores of tables and the most exclusive guest list in town.

9:02 The Press Room
Cody steps before reporters after her Best Original Screenplay win, beaming and cheerfully fielding rapid-fire questions: No, she wouldn’t have anyone else write her life story, because no one would believe it. No, she isn’t wearing million-dollar shoes. That’s a rumor. ”If I had a million dollars,” she says, ”I’d help people.” And no, she has no opinion about Jamie Lynn Spears.

9:04 The Elton John Party
During a live auction to raise money for the AIDS Foundation, Sharon Stone tries to get a partygoer to increase his bid on a vintage car from $1.1 million to $1.2 million. ”Don’t be a p—y!” she tells him. ”It’s only a hundred grand and your suit must have cost that.”

9:15 The Governors Ball
McGowan and actor Josh Lucas complain about the show with two other people. ”No one said anything!” McGowan says. ”It was all like, ‘Yay, I won!’ God, how boring!”

Entering the party, Stewart says he was okay with having only 11 days to prepare the show because of the strike. ”Procrastination is now my weapon of choice,” he says. ”I’m planning on leading my life this way from now on. I’m not purchasing my plane ticket home until I leave here tonight.”

It’s a redhead lovefest. Amy Adams is waiting to meet Swinton, who, it turns out, has been dying to meet Adams. ”I’m so thrilled to meet you!” Swinton gushes. ”Enchanted is definitely one of my favorite movies this year.” Adams is overwhelmed. ”I’m going to go to bed tonight thinking about this,” she says.

9:33 The Press Room
Day-Lewis explains why he kissed Clooney on his way to the podium. ”He’s a great guy,” Day-Lewis says. ”I had to kiss someone. I kissed my wife, and in the interest of parity, I kissed George.”

9:35 The Governors Ball
Cotillard reveals her real thoughts as she walked toward the Oscar stage. ”I was thinking of all the people I had to thank,” she says. ”I was also thinking of mashed potatoes. I am quite hungry, but I’m not sure why mashed potatoes popped into my head.”

”Falling Slowly” spills out over the sound system while the band takes a break. ”They’re playing our song!” Hansard says. He still can’t comprehend his win. ”I felt like a plumber at a flower show.”

Bardem runs into Sideways director Alexander Payne. ”I touched your ass last night,” Bardem tells him, referring, presumably, to some crowded party they both attended. ”You didn’t know it was me.” Asked about his win, Bardem says he was feeling lucky all the way around: ”On my left side was my mother, on my right side was Jack Nicholson. Nothing could go wrong.”

Alex Gibney, director of Best Documentary winner Taxi to the Dark Side, is one of the night’s dark-horse victors, having beat out front-runners No End in Sight and Michael Moore’s Sicko. ”I’m not gonna lie to you, I feel pretty good,” he says. ”It was a surprise.” A bigger surprise? Moore himself might have helped make it happen. ”He showed it at his film festival and told people, ‘Just watch: That’s the film that’s going to beat me at the Academy Awards.”’

Clooney holds court at the No Country table, laughing and joking with the Coen brothers.

Joel Coen finally opens up about his big Oscar wins. ”Look, I’m not complaining,” he says. ”I had a lot of fun. Which, for me, is difficult to do at these things. I’m not a public speaker. I don’t like getting up in front of crowds, but this time my family was there and we all had a good time.”

The crowd thins. Julie Christie and Adapted Screenplay nominee Sarah Polley head for the exit, as does Bardem, flashing his Oscar for the cameras one last time.

Sitting alone at the Juno table, actress Olivia Thirlby applies some lip balm. Asked about meeting Day-Lewis earlier on the red carpet, she waves her hand in front of her face. ”Oh!” she says. ”I can’t even…no. It was just…I can’t.” In the back corner of the emptying ballroom, Cotillard checks her BlackBerry and then, with the gold glittering in her hand, she leads a small group of followers out into the night.
Written and reported by Dave Karger, Ari Karpel, Jeff Labrecque, Whitney Pastorek, Sean Smith, Nicole Sperling, Adam B. Vary, and John Young