Benjamin buttons it up, as Joker beats Dark Knight's bad day

In a startling upset, "The Dark Knight" failed to make the cut in the Best Picture category Thursday, as this year's Academy Awards nominees were announced. The Batman drama, second top-grossing film of all time after "Titanic," was also a critical favorite and looked to many like a shoo-in.

The five nominees were “The Curious Case of Benjamin Button,” “Frost/Nixon,” “Milk,” “The Reader” and “Slumdog Millionaire.” All of these, even the big-star, big-budget "Button," told stories far outside the Hollywood mainstream. All five also won Best Director nominations, Stephen Daldry of "The Reader" upsetting the favored Christopher Nolan of "The Dark Knight."

There had been rumbling of unease in the Hollywood establishment that a younger and more indie-minded Academy membership was tilting the Oscars away from its traditional lean toward good but anticipated mainstream films. This year's nominees seem to confirm that trend.

Among other relative surprises were the nominations of Richard Jenkins for "The Visitor" and Melissa Leo for "Frozen River." The first two were indie productions, highly praised, that did not have wide releases or big promotional budgets. Jenkins might be seen as winning a nomination somewhat expected to go to Clint Eastwood. Kate Winslet was nominated for best actress, as was widely expected--but for "The Reader," not "Revolutionary Road."

Marking a sad milestone, Heath Ledger was nominated for his supporting role in "The Dark Knight," one year to the day after he died of an accidental drug overdose. In a happier milestone, every leading role in "Doubt" was nominated: Meryl Streep (her 15th), Philip Seymour Hoffman, Viola Davis and Amy Adams.

"Benjamin Button" led the field with 13 nominations. "Slumdog Millionaire," a film shot in India and partly in Hindi, was second with 10. "The Dark Knight," about Batman, and "Milk," about a gay political leader, each had eight. The contrasts among those films dramatizes the new Academy mindset.

The Best Actor nominees were Richard Jenkins, as a loner drawn from his shell by unexpected house guests in “The Visitor;” Frank Langella as Richard M. Nixon being cross-examined in “Frost/Nixon;” Sean Penn, as Harvey Milk, the nation's first openly gay public official in “Milk;” Brad Pitt, who ages backwards in “The Curious Case of Benjamin Button;” and Mickey Rourke, in a powerful comeback role as “The Wrestler."

For Best Actress, the Academy nominated Anne Hathaway, as a recovering addict home for her sister's wedding in “Rachel Getting Married;” Angelina Jolie, as a mother pressured to accept another child as her missing son; Melissa Leo, a mother living in poverty who smuggles Chinese in from Canada in “Frozen River;” Meryl Streep, as an unbending mother superior in “Doubt;” and Kate Winslet, as a German woman with guilty secrets in “The Reader.” It was a surprise to me, at least, that Sally Hawkins was not nominated for "Happy-Go-Lucky."

For Best Supporting Actor, the nominees were Josh Brolin, as a straight politician threatened by the existence of Harvey Milk, in “Milk;” Robert Downey Jr., as a "black” Australian in “Tropic Thunder,” Philip Seymour Hoffman as a parish priest in “Doubt,” Heath Ledger as The Joker in “The Dark Knight,” and Michael Shannon, as a truth-telling outsider in “Revolutionary Road.”

For Best Supporting Actress, the nominees were Amy Adams, as an impressionable young nun in “Doubt;” Penélope Cruz, as a possessive lover in “Vicky Cristina Barcelona;" Viola Davis as an impassioned mother in “Doubt;” Taraji P. Henson as the loving woman who finds and raises Benjamin Button; and Marisa Tomei as a stripper who is friendly with the lonely "Wrestler.”

Named for Best Animated Feature were “Bolt,” “Kung Fu Panda,” and “Wall-E,” which on the basis of several other year-end awards was given an outside chance at a Best Picture nod. Apparently, after creating a separate category for animation, the voters are determined to keep animated movies out of the big time.

"Waltz with Bashir," an animated Israeli documentary about the attack on Lebanon, was not nominated in the animation category, but was one of the five Best Foreign Film nominees. The other nominees: “The Baader-Meinhof Complex,” Germany; “The Class,” France; “Departures,” Japan, and “Revanche,” Austria.

The Best Documentary nominees were “The Betrayal," by Ellen Kuras and Thavisouk Phrasavath, about Laotian refugees; Werner Herzog's “Encounters at the End of the World,” about the American settlement at the South Pole; Scott Hamilton Kennedy's “The Garden,” about an urban garden in Los Angeles; James Marsh’s “Man on Wire,” the story of how Philippe Petit walked a tight wire between the towers of the World Trade Center; and Tia Lessin and Carl Deal's “Trouble the Water,” incorporating home video footage by Kimberly Roberts of the Ninth Ward in New Orleans, recording Hurricane Katrina as it happened.

For Best Original Screenplay, the voters selected Courtney Hunt's “Frozen River,” Mike Leigh's “Happy-Go-Lucky,” Martin McDonagh's “In Bruges,” Dustin Lance Black's “Milk” and Andrew Stanton and Pete Docter's “Wall-E.”

The nominees for best adapted screenplay: Eric Roth's “The Curious Case of Benjamin Button,” John Patrick Shanley's “Doubt,” Peter Morgan's “Frost/Nixon,” David Hare's “The Reader,” and Simon Beaufoy's “Slumdog Millionaire.”

For Best Cinematography: Tom Stern for “Changeling,” Claudio Miranda for “The Curious Case of Benjamin Button,” Wally Pfister for “The Dark Knight,” Chris Menges and Roger Deakins for “The Reader,” and Anthony Dod Mantle for “Slumdog Millionaire."

Best Original Score: “The Curious Case of Benjamin Button,” Alexandre Desplat; “Defiance,” James Newton Howard; “Milk,” Danny Elfman; “Slumdog Millionaire,” A.R. Rahman, and “Wall-E," Thomas Newman.

Best Film Editing: “The Curious Case of Benjamin Button,” Kirk Baxter and Angus Wall; “The Dark Knight,” Lee Smith; “Frost/Nixon,” Mike Hill and Dan Hanley; “Milk,” Elliot Graham, and “Slumdog Millionaire,” Chris Dickens.

This year's Awards presentation will be on Sunday, Feb. 22. Again, the Academy will be concerned that the somewhat lower profiles of many nominees will reduce TV viewership, which has fallen from 55 million in 1998 ("Titanic") to 32 million in 2008 ("No Country for Old Men").

Best Picture: "The Curious Case of Benjamin Button" "Frost/Nixon" "Milk" "The Reader" "Slumdog Millionaire"

Actor: Richard Jenkins, "The Visitor" Frank Langella, "Frost/Nixon" Sean Penn, "Milk" Brad Pitt, "The Curious Case of Benjamin Button" Mickey Rourke, "The Wrestler"

ActressAnne Hathaway, "Rachel Getting Married" Angelina Jolie, "Changeling" Melissa Leo, "Frozen River" Meryl Streep, "Doubt" Kate Winslet, "The Reader"

Supporting Actor: Josh Brolin, "Milk" Robert Downey Jr., "Tropic Thunder" Philip Seymour Hoffman, "Doubt" Heath Ledger, "The Dark Knight" Michael Shannon, "Revolutionary Road"

Supporting Actress: Amy Adams, "Doubt" Penelope Cruz, "Vicky Cristina Barcelona" Viola Davis, "Doubt" Taraji P. Henson, "The Curious Case of Benjamin Button" Marisa Tomei, "The Wrestler"

Director: David Fincher, "The Curious Case of Benjamin Button" Ron Howard, "Frost/Nixon" Gus Van Sant, "Milk" Stephen Daldry, "The Reader" Danny Boyle, "Slumdog Millionaire"

Foreign Film: "The Baader-Meinhof Complex," Germany "The Class," France "Departures," Japan "Revanche," Austria "Waltz with Bashir," Israel

Adapted Screenplay: Eric Roth and Robin Swicord, "The Curious Case of Benjamin Button" John Patrick Shanley, "Doubt"Peter Morgan, "Frost/Nixon" David Hare, "The Reader" Simon Beaufoy, "Slumdog Millionaire"

Original Screenplay: Courtney Hunt, "Frozen River" Mike Leigh, "Happy-Go-Lucky"Martin McDonagh, "In Bruges"Dustin Lance Black, "Milk" Andrew Stanton, Jim Reardon and Pete Docter, "Wall-E"

Animated Feature Film: "Bolt" "Kung Fu Panda" "Wall-E"

Art Direction: "Changeling" "The Curious Case of Benjamin Button" "The Dark Knight" "The Duchess" "Revolutionary Road"

Cinematography: "Changeling" "The Curious Case of Benjamin Button" "The Dark Knight" "The Reader" "Slumdog Millionaire"

Sound Mixing: "The Curious Case of Benjamin Button" "The Dark Knight" "Slumdog Millionaire" "Wall-E" "Wanted"

Sound Editing: "The Dark Knight" "Iron Man" "Slumdog Millionaire" "Wall-E" "Wanted"

Original Score: "The Curious Case of Benjamin Button," Alexandre Desplat "Defiance," James Newton Howard "Milk," Danny Elfman "Slumdog Millionaire," A.R. Rahman "Wall-E," Thomas Newman

Original Song: "Down to Earth" from "Wall-E," Peter Gabriel and Thomas Newman "Jai Ho" from "Slumdog Millionaire," A.R. Rahman and Gulzar "O Saya" from "Slumdog Millionaire," A.R. Rahman and Maya Arulpragasam

Costume: "Australia" "The Curious Case of Benjamin Button" "The Duchess" "Milk" "Revolutionary Road"

Documentary Feature: "The Betrayal (Nerakhoon)" "Encounters at the End of the World" "The Garden" "Man on Wire" "Trouble the Water"

Documentary (short subject): "The Conscience of Nhem En" "The Final Inch" "Smile Pinki" "The Witness -- From the Balcony of Room 306"

Film Editing: "The Curious Case of Benjamin Button" "The Dark Knight" "Frost/Nixon" "Milk" "Slumdog Millionaire"

Makeup: "The Curious Case of Benjamin Button" "The Dark Knight" "Hellboy II: The Golden Army"

Animated Short Film: "La Maison en Petits Cubes" "Lavatory -- Lovestory" "Oktapodi" "Presto" "This Way Up"

Live Action Short Film: "Auf der Strecke (On the Line)" "Manon on the Asphalt" "New Boy" "The Pig" "Spielzeugland (Toyland)"

Visual Effects: "The Curious Case of Benjamin Button" "The Dark Knight" "Iron Man"

Academy Award winner previously announced this year:Jean Hersholt Humanitarian Award (Oscar statuette): Jerry Lewis

Nominations by Picture: (This list does not include Short Films or Documentary Short Subjects)

"Australia," a 20th Century Fox/Bazmark Film 2 Pty Ltd Production (20th Century Fox) (1 nomination) Costume design

"The Baader-Meinhof Complex," a Constantin Film Production (1 nomination) Best foreign language film (Germany)

"The Betrayal (Nerakhoon)," a Pandinlao Films Production (Cinema Guild) (1 nomination) Documentary feature

"Bolt," a Walt Disney Pictures Production (Walt Disney) (1 nomination) Best animated feature film

"Changeling," a Universal Pictures and Imagine Entertainment Production (Universal) (3 nominations) Angelina Jolie - Performance by an actress in a leading role Art direction Cinematography

"The Class," a Haut et Court Production (Sony Pictures Classics) (1 nomination) Best foreign language film (France)

"The Curious Case of Benjamin Button," a Kennedy/Marshall Production (Paramount and Warner Bros.) (13 nominations) Brad Pitt - Performance by an actor in a leading role Taraji P. Henson - Performance by an actress in a supporting role Art direction Cinematography Costume design Directing Film editing Makeup Original score Best picture Sound mixing Visual effects Adapted screenplay

"The Dark Knight," a Cape Road Limited Production (Warner Bros.) (8 nominations) Heath Ledger - Performance by an actor in a supporting role Art direction Cinematography Film editing Makeup Sound editing Sound mixing Visual effects

"Defiance," a Grosvenor Park/Bedford Falls Production (Paramount Vantage) (1 nomination) Original score

"Departures," a Departures Film Partners Production (Regent Releasing) (1 nomination) Best foreign language film (Japan)

"Doubt," a Scott Rudin Production (Miramax) (5 nominations) Philip Seymour Hoffman - Performance by an actor in a supporting role Meryl Streep - Performance by an actress in a leading role Amy Adams - Performance by an actress in a supporting role Viola Davis - Performance by an actress in a supporting role Adapted screenplay

"The Duchess," a Qwerty Films/Magnolia Mae Films in association with Pathé Renn and BIM Distribuzione Production (Paramount Vantage, Pathé and BBC Films) (2 nominations) Art direction Costume design

"Encounters at the End of the World," a Creative Differences Production (THINKFilm and Image Entertainment) (1 nomination) Documentary feature

"Frost/Nixon," a Universal Pictures, Imagine Entertainment and Working Title Production (Universal) (5 nominations) Frank Langella - Performance by an actor in a leading role Directing Film editing Best picture Adapted screenplay

"Frozen River," a Harwood Hunt Production (Sony Pictures Classics) (2 nominations) Melissa Leo - Performance by an actress in a leading role Original screenplay

"The Garden," a Black Valley Films Production (1 nomination) Documentary feature

"Happy-Go-Lucky," a Thin Man Films/Simon Channing Williams Production (Miramax) (1 nomination) Original screenplay

"Hellboy II: The Golden Army," a Universal Pictures Production (Universal) (1 nomination) Makeup

"In Bruges," a Blueprint Pictures Production (Focus Features) (1 nomination) Original screenplay

"Iron Man," a Marvel Studios Production (Paramount and Marvel Entertainment) (2 nominations) Sound editing Visual effects

"Kung Fu Panda," a DreamWorks Animation LLC Production (DreamWorks Animation, Distributed by Paramount) (1 nomination) Best animated feature film

"Man on Wire," a Wall to Wall Production (Magnolia Pictures) (1 nomination) Documentary feature

"Milk," a Groundswell and Jinks/Cohen Company Production (Focus Features) (8 nominations) Sean Penn - Performance by an actor in a leading role Josh Brolin - Performance by an actor in a supporting role Costume design Directing Film editing Original score Best picture Original screenplay

"Rachel Getting Married," a Clinica Estetico Production (Sony Pictures Classics) (1 nomination) Anne Hathaway - Performance by an actress in a leading role

"The Reader," a Mirage Enterprises and Neunte Babelsberg Film GmbH Production (The Weinstein Company) (5 nominations) Kate Winslet - Performance by an actress in a leading role Cinematography Directing Best picture Adapted screenplay

"Revanche," a Prisma Film/Fernseh Production (Janus Films) (1 nomination) Best foreign language film (Austria)

"Revolutionary Road," an Evamere Entertainment, BBC Films and Neal Street Production (DreamWorks, Distributed by Paramount Vantage) (3 nominations) Michael Shannon - Performance by an actor in a supporting role Art direction Costume design

"Slumdog Millionaire," a Celador Films Production (Fox Searchlight) (10 nominations) Cinematography Directing Film editing Original score Original song - "Jai Ho" Original song - "O Saya" Best picture Sound editing Sound mixing Adapted screenplay

"Tropic Thunder," a Red Hour Production (DreamWorks, Distributed by DreamWorks/ Paramount) (1 nomination) Robert Downey Jr. - Performance by an actor in a supporting role

"Trouble the Water," an Elsewhere Films Production (Zeitgeist Films) (1 nomination) Documentary feature

"Vicky Cristina Barcelona," a Weinstein Company Production (The Weinstein Company) (1 nomination) Penélope Cruz - Performance by an actress in a supporting role

"The Visitor," a Groundswell, Participant, Next Wednesday Production (Overture Films) (1 nomination) Richard Jenkins - Performance by an actor in a leading role

"Wall-E," a Pixar Animation Studios Production (Walt Disney) (6 nominations) Best animated feature film Original score Original song - "Down to Earth" Sound editing Sound mixing Original screenplay

"Waltz with Bashir," a Bridgit Folman Film Gang Production (Sony Pictures Classics) (1 nomination) Best foreign language film (Israel)

"Wanted," a Universal Pictures and Spyglass Entertainment Production (Universal) (2 nominations) Sound editing Sound mixing

"The Wrestler," a Protozoa Pictures/Wild Bunch Production (Fox Searchlight) (2 nominations) Mickey Rourke - Performance by an actor in a leading role Marisa Tomei - Performance by an actress in a supporting role

Feature Films with Two or More Nominations (This list does not include Short Films or Documentary Short Subjects.)