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back next Winners Forest Whitaker, Jennifer Hudson, Helen Mirren and Alan Arkin show off their golden men backstage.

Jennifer's 'Dream' comes true; 'The Departed' wins Best Picture, vindication for Scorsese; and Helen Mirren & Forest Whitaker nab the top acting prizes!

It was a night full of upsets and surprises at the 79th Annual Academy Awards Sunday night as 'The Departed' triumphed over competitors 'Babel,' 'The Queen,' 'Little Miss Sunshine' and 'Letters from Iwo Jima' to win Best Picture of the Year. Overall, the JACK NICHOLSON-LEONARDO DiCAPRIO-MATT DAMON gangster flick earned four Oscars, including Best Director, Best Editing and Best Adapted Screenplay.

CLICK HERE for the complete list of winners!

Among actresses in a leading role, HELEN MIRREN reigned supreme; her performance as 'The Queen' earned her the Best Actress Academy Award, besting PENÉLOPE CRUZ ('Volver'), MERYL STREEP ('The Devil Wears Prada'), KATE WINSLET ('Little Children') and JUDI DENCH ('Notes on a Scandal'). "My sister told me all kids love to get gold stars," beamed the British actress, "and this is the best gold star anyone could get in their whole life." She went on to thank the real QUEEN ELIZABETH: "I salute her courage and consistency, and I thank her, for if it wasn't for her, I certainly would not be here."

Another actor portraying a world leader was rewarded by the Academy: FOREST WHITAKER scooped up the Best Actor trophy for his fiery turn as Ugandan dictator IDI AMIN in 'The Last King of Scotland.' Whitaker trumped RYAN GOSLING ('Half Nelson'), PETER O'TOOLE ('Venus'), WILL SMITH ('The Pursuit of Happyness') and Leonardo DiCaprio ('Blood Diamond') to claim the prize. "I thought I'd be a little overwhelmed, and I am," said the humbled star, who thanked the people of Uganda for their spirit and declared, "When I first started acting, it was for my desire to connect with everyone; acting for me is about believing in that connection."

It was truly a dream come true for former "American Idol" runner-up JENNIFER HUDSON, who can now call herself a Best Supporting Actress Oscar winner. The 'Dreamgirls' star beat 'Babel' duo ADRIANA BARRAZA and RINKO KIKUCHI, 'Notes on a Scandal' thespian CATE BLANCHETT and 'Little Miss Sunshine' star ABIGAIL BRESLIN to claim her prize. "I have to just take this moment in," said a stunned Jennifer, who singled out her grandmother as her "biggest inspiration" and summed it all up by saying, "I thank you all for helping me keep the faith even when I didn't believe."

Veteran actor ALAN ARKIN beat out odds-on favorite EDDIE MURPHY ('Dreamgirls'), DJIMON HOUNSOU ('Blood Diamond'), MARK WAHLBERG ('The Departed') and JACKIE EARLE HALEY ('Little Children') to earn the Best Supporting Actor statuette for his role as the surly grandpa with a heart of gold in 'Little Miss Sunshine.' The star fought off tears, saying, "More than anything, I'm deeply moved by all the attention this small film has received," and thanked "the great teachers I've had in my life, both in and out of the profession."

Audience favorite MARTIN SCORSESE finally picked up his hard-earned Best Director Academy Award for 'The Departed.' The legend responsible for such celluloid classics as 'Raging Bull' and 'Taxi Driver' was nominated seven previous times, but always came up empty. Not tonight ... "Could you double-check the envelope?" joked the veteran helmer as the crowd erupted into a standing ovation, adding, "So many people over the years have been wishing this for me; I'm saying thank you. This is for you."

In a telecast touting that it "has officially gone green" by integrating "environmentally intelligent practices" with its production, 'An Inconvenient Truth' won Best Documentary Feature. "We were moved to act by this man," director DAVIS GUGGENHEIM told the audience, gesturing to AL GORE beside him. "All of us were inspired by his fight for 30 years to tell this truth to us." In accepting his statuette, the former vice president remarked, "People all over the world, we have to solve the climate crisis; it's not a political issue, it's a moral issue."

Other major awards of the night went to 'Little Miss Sunshine,' which upset such competitors as 'The Queen,' 'Babel,' 'Pan's Labyrinth' and 'Letters from Iwo Jima' to win Best Original Screenplay; and 'The Departed,' which trumped 'Borat,' 'Children of Men,' 'Little Children' and 'Notes on a Scandal' to win Best Adapted Screenplay. 'The Departed' also earned a Best Editing award for THELMA SCHOONMAKER, her third Oscar win.

Director GUILLERMO DEL TORO's dark fairytale, 'Pan's Labyrinth,' walked off with awards for Best Cinematography, Best Art Direction and Best Makeup; MELISSA ETHERIDGE's "I Need to Wake Up" from 'An Inconvenient Truth' won the statuette for Best Original Song; 'Babel' was named Best Score; 'Dreamgirls' won Best Sound Mixing; Best Costume Design went to 'Marie Antoinette'; 'Pirates of the Caribbean: Dead Man's Chest' envisaged Best Visual Effects; Germany's 'The Lives of Others' earned Best Foreign Film; 'Happy Feet' upset 'Cars' and 'Monster House' to nab Best Animated Feature Film; and, as previously announced, ex-Paramount Pictures chairman SHERRY LANSING was honored with the JEAN HERSHOLT Humanitarian award.

Freshman host ELLEN DeGENERES kept the proceedings -- and usual lengthy running time -- casual and breezy, taking the stage to the strains of "Hooray for Hollywood" and commenting that the opportunity to host the show was a "dream come true." "Tonight we're celebrating the nominees, as opposed to other years when we just celebrated the winners," she quipped. Among her many amusing moments, she surreptitiously slipped director Martin Scorsese a script -- a cross between 'Goodfellas' and 'Big Momma's House' called 'Good Momma's House'; and she introduced an Oscar statuette "carrier" that could enable winners to use both hands to drink, smoke and be congratulated after the show.

Other entertaining and memorable bits included a Sound Effects Choir mouthing the effects to classic film clips; environmental leader and 'An Inconvenient Truth' star Al Gore getting played offstage by the band as he tried to make a "major announcement"; CLINT EASTWOOD's tribute to legendary composer ENNIO MORRICONE, who has scored over 400 films; the stars of 'Dreamgirls' -- BEYONCÉ, ANIKA NONI ROSE and big winner Jennifer Hudson -- performing the three nominated original songs: "Listen," "Patience" and "Love You I Do"; an affectionate look at how writers have been portrayed in the movies over the years; a look at America through its movies, compiled by director MICHAEL MANN; and a show-stopper with WILL FERRELL, JACK BLACK and JOHN C. REILLY singing about how comedians at the Oscars are saddest of all -- because movies like 'Talladega Nights: The Ballad of Ricky Bobby' never win!

Those artists who passed away in the last year, who gave enthusiasm to their craft and inspired those in the industry, were remembered in memoriam, including GLENN FORD, BRUNO KIRBY, JANE WYATT, DON KNOTTS, RED BUTTONS, MAUREEN STAPLETON, JAMES DOOHAN, PETER BOYLE, JACK PALANCE, MAKO, JACK WARDEN and director ROBERT ALTMAN.

And celebrity presenters included REESE WITHERSPOON, NICOLE KIDMAN, GEORGE CLOONEY, DIANE KEATON, DANIEL CRAIG, MAGGIE GYLLENHAAL, STEVE CARELL, GREG KINNEAR, JESSICA BIEL, RACHEL WEISZ, JERRY SEINFELD, CAMERON DIAZ, BEN AFFLECK, TOM HANKS, ANNE HATHAWAY, JENNIFER LOPEZ, TOM CRUISE, KIRSTEN DUNST, TOBEY MAGUIRE, HUGH JACKMAN, GWYNETH PALTROW, PHILIP SEYMOUR HOFFMAN, JODIE FOSTER, NAOMI WATTS, ROBERT DOWNEY JR. and CLIVE OWEN.

Watch ET for all the incredible highlights of the 79th Academy Awards, on the red carpet, backstage and at the after-parties!

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