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CNN LIVE EVENT/SPECIAL

"And the Oscar Goes To..."

Aired February 21, 2015 - 21:00   ET

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.


(BEGIN VIDEOTAPE)

(CROSSTALK)

UNIDENTIFIED MALE: Coming up on three and a half minutes to air at 3:30.

UNIDENTIFIED MALE: Ladies and gentlemen please take your seats.

(MUSIC)

UNIDENTIFIED MALE: Ladies and gentlemen, Anthony Hopkins for "Silence of the Lambs".

UNIDENTIFIED FEMALE: It's the first time I've ever been backstage with all of you delightful press and network people. My goodness. I'd like to win it sometime.

UNIDENTIFIED MALE: A little less than two minutes everybody to air.

UNIDENTIFIED MALE: Diane.

UNIDENTIFIED FEMALE: Yes.

UNIDENTIFIED MALE: You really acted surprised.

UNIDENTIFIED FEMALE: Yes. Well, it wasn't hard. It wasn't hard.

UNIDENTIFIED MALE: Thank you very much, Debbie.

UNIDENTIFIED FEMALE: Well, thank you. Good seeing you again.

UNIDENTIFIED MALE: Could you hear the round of applause that you got from --

UNIDENTIFIED FEMALE: From that --

UNIDENTIFIED MALE: Sure. And I felt it from my heart.

UNIDENTIFIED MALE: I can't think fast enough for goodness sake. Talk to me tomorrow. Talk to me tomorrow.

UNIDENTIFIED MALE: We are making the transmission switch from pre- show to main show. (MUSIC)

STEVEN SPIELBERG, DIRECTOR/SCREENWRITER: I was always taught growing up that I should never expect anything. I've never expected the nomination. I've never expected to win an Academy Award.

HELEN MIRREN, ACTRESS: I've sort of didn't think English people could win the Oscars, you know, I thought it was just for Americans.

JANE FONDA, ACTRESS: You have to understand I'm the daughter of a man who didn't believe in competition.

UNIDENTIFIED MALE: Thirty seconds to air. Remotes in black.

JON VOIGHT, ACTOR: This is my lovely daughter Angelina.

UNIDENTIFIED MALE: Actress?

VOIGHT: Well, I don't know yet. You have to ask them. What do you think, Ange?

ANGELINA JOLIE, ACTRESS: Not really.

MERYL STREEP, ACTRESS: My first Academy Award. I haven't won anything. My God. You know something I don't.

UNIDENTIFIED MALE: Standby. This counts to air, 15 --

UNIDENTIFIED FEMALE: Mr. Clooney back here?

GEORGE CLOONEY, ACTOR: Where are you? Hi.

UNIDENTIFIED FEMALE: Did you intend --

CLOONEY: Mr. Clooney. See, I win an Oscar. It's Mr. Clooney.

It's the vision I had of what Hollywood was like before I came to Hollywood.

JENNIFER HUDSON, ACTRESS: It's very intimidating. It's always "Oh my God. I'm a part of this."

ELLEN BURSTYN, ACTRESS: It's a room full of excitement. It's a room full of sweat and everybody's really eager.

UNIDENTIFIED MALE: Nine, eight, seven, six --

WHOOPI GOLDBERG, ACTRESS: It's a huge deal. And no matter how cool everybody says they are. It's the Oscars for crying out loud.

UNIDENTIFIED MALE: Two, one --

ANNOUNCER: Ladies and gentlemen, please welcome our host Her Majesty Whoopi Goldberg.

(APPLAUSE) GOLDBERG: Good evening loyal subjects. I am the African Queen.

(CHEERS)

BILLY CRYSTAL, NINE-TIME OSCAR HOST: The first images of the Oscars I have was a black and white television set in Long Beach, Long Island in the '50s. Bob Hope was the host.

BOB HOPE, OSCAR HOST: Thank you very much. Good evening ladies and gentlemen, welcome to chance of a lifetime.

CRYSTAL: I'd have to go to sleep somewhere around sound effects editing some things never change and I'd get up in the morning and in my cereal bowl before school would be a list, my mom would write a list of who won what.

TOM HANKS, ACTOR: I was a kid and here was people that had already been huge big massive stars for 20 or 30 days I mean even Bob Hope have been Bob Hope for, you know, since 1932.

CHER, ACTRESS/SINGER: I actually thought he was always going to be the host. It never occurred to me that they've been anybody else.

PHIL ALDEN ROBINSON, SCREENWRITER: I just thought that was the height of sophisticated humor was Bob Hope at the Oscars.

HOPE: It's a gay handsome crowd here tonight but there's an undercurrent of nervousness. The whole thing is like a big maternity ward. Everybody is expecting.

NARRATOR: Oscar traditions didn't invent themselves.

UNIDENTIFIED MALE: I see a lot of new faces especially on the old faces.

NARRATOR: They're created and changed year after year in the process of trial and error.

(LAUGHTER)

JAMES FRANCO, ACTOR: Wow.

NARRATOR: At the very first Oscar ceremony, no one knew what to expect. It was May 1929 and Hollywood's finest arrived for a banquet at the Roosevelt Hotel.

"Wings", a World War I epic won Best Picture.

There were only 12 awards that evening including one for Best Title writing, a skill about to disappear. Change was in the air.

The first sound film, "The Jazz Singer", was a hit that year but it was ineligible to qualify for Best Picture. Instead, it won a technical achievement award. Everyone knew it marked a turning point. From the second award ceremony on, all competing films would have sound. UNIDENTIFIED MALE: With the outstanding performance by an actress.

ROBERT OSBORNE, FILM HISTORIAN: I talked to Janet Gaynor about it who won the Best Actress award the very first year and she said, "Well, yes, you know, it was very exciting to get an award but it had no tradition."

And they will announce the winners in advance so they went to the banquet knowing who'd won and the next day they kind of forgot about it. They moved on.

(MUSIC)

UNIDENTIFIED MALE: Good morning. I'm Bob Rainey, president of the Academy. We're here to unveil our nominees for the 78th Annual Academy Awards.

BURSTYN: Then the nominations are going to be announced. It's early in the morning and the whole city is awake, tuned in to their TV or the radio to hear who's nominated.

ROBINSON: I thought how am I going to sleep until 5:35 tomorrow morning when the announcements are made?

I went out with some friends. We went to a sushi bar and we drank a lot of Saki and I thought this will help me sleep. And I went home, I was in bed by midnight, I woke up at 12:52, 1:37, 2:19, 2:42, 3:18, 3:25, 4:02, 4:30 I just got up. I said, "This is ridiculous. I'm not sleeping."

CLOONEY: I turned on the TV and I was listening, you know, and they said my name, you know, three times.

UNIDENTIFIED FEMALE: George Clooney.

UNIDENTIFIED MALE: George Clooney.

UNIDENTIFIED FEMALE: George Clooney.

CLOONEY: I just sat there in front of the TV going "I can't believe this."

JASON REITMAN, DIRECTOR/SCREENWRITER: They saw my face on TV.

UNIDENTIFIED MALE: Jason Reitman for "Juno".

REITMAN: There's a picture of me directing and I realized in that moment that I had been nominated for an Academy Award.

HUDSON: I grew up on the south side of Chicago Englewood area and where I come from.

UNIDENTIFIED MALE: Jennifer Hudson in Dream Girls.

HUDSON: I didn't expect to hear my name like, "Did they just say my name?" FONDA: I was honored an Indian reservation, a Shoshone reservation, in I think in Utah when I got word that I've been nominated.

UNIDENTIFIED FEMALE: Benecio del Toro in "Traffic".

BENECIO DEL TORO, ACTOR: You know, get nominated and you go in that carousel, it's like a drug, it's like some painkiller.

HANKS: When it happened, the world explodes. You're excited. I mean I certainly was. I never thought anything like that could ever happen but then the crush that comes to you from everybody you know all around the world.

REITMAN: It's your Bar Mitzvah times a million. Yes.

NARRATOR: From the beginning, the Academy Awards were about more than just winning an Oscar. Two of the founding members, actors Douglas Fairbanks and Mary Pickford, were looking towards the future. They wanted the Academy of Motion Picture Arts and Sciences to promote the finest possible movies.

BRUCE DAVIS, ACADEMY EXECUTIVE DIRECTOR 1989-2011: They were people who thought they were working on a serious art form and their main motive was to get the word out that it has earned the right to be regarded along with the other arts that have been studied for centuries.

NARRATOR: Nickelodeon viewing arcades grew into movie palaces. Actors became movie stars, a new kind of celebrity. And the public couldn't get enough of them. Everyday, people arrived in Hollywood with big dreams of being in the movies.

DEL TORO: All the hard work of just saying, "I'm going to stay in Los Angeles. I'm going to 10 auditions today. I won't get rejected. I'm 9.7 of them. I'm going to drive home. I'm going to get up tomorrow. I'm going to acting class and I'm just going to like, you know, do this little job here so I can get a little bit of money."

And then one day, boom, you a get little job, and you got another little job and suddenly another bigger job, and then suddenly you're like, we like what you do.

UNIDENTIFIED FEMALE: Nominations for Best Original Dramatic Score are --

CHER: Actually getting a job was -- it was years and no -- it was like no one wanted me, no one wanted to take a chance. I didn't even get the opportunity to do auditions.

And Marvin Hamlisch for "The Way We Were".

UNIDENTIFIED MALE: Who?

CHER: Hamlisch (ph)?

UNIDENTIFIED MALE: Hamlisch. CHER: Hamlisch. Sorry about that, Marvin.

People had said that, you know, that I wasn't a serious actress and that I was a crazy dresser and I've dated younger men and I wasn't -- and I just wasn't serious.

Mike the director said, "How'd you like to be in a movie with Meryl Streep?" I'm like, "Sure."

KURT RUSSELL, AS DREW STEPHENS "SILKWOOD": We made enough noise there don't we?

CHER: You two ain't exactly the sound of movie yourself.

And then he went, "I just want to tell you, you play a lesbian but she's an adorable lesbian."

All right, you all, this here is Angela she's a beautician.

UNIDENTIFIED FEMALE: Well, hi there.

CHER: And then he kept going, "Cher, get in there. Cher, lay in the couch. Cher, be in the kitchen." and finally I was just kind of all the way through it.

GOLDBERG: Yes, (INAUDIBLE) but, you know, a lot of people can't handle me.

I get a call saying Steven Spielberg would like you to come to Los Angeles. And I say, "OK. I'd like to meet him." You know, I could be in "The Raiders of the Los Ark", sure, you know, it needs some black people, you know, that's how I would say.

He said I'm going to do "The Color Purple" and he said I want you play Celie and I said, "I don't think so". I think I would be better in another part because I've never made a movie. He said, "Well, let me think about it, but I'm pretty sure that's the part I want." And I was like, OK, but if it's really bad don't be mad at me.

KATHLEEN KENNEDY, PRODUCER LINCOLN: It was always Daniel Day- Lewis but Daniel didn't make it easy.

DANIEL DAY-LEWIS, ACTOR: I had actually been committed to play Margaret Thatcher. And Meryl was Steven's first choice for Lincoln.

KENNEDY: None of us heard what Daniel's voice sounded like until the first day of shooting. So, the minute he opened his mount in the first scene, it -- I mean, it was just -- it took your breath away.

DAY-LEWIS: I am president of the United States of America clothed in immense power.

KENNEDY: And I think with certain movies and it's happened I think over the course of time that certain movies do come into being when the right person is there to play a significant part.

UNIDENTIFIED FEMALE: Why did they beg me for my photograph, why? Because they want to see me, Norma Desmond.

UNIDENTIFIED MALE: I had a blast.

UNIDENTIFIED MALE: Wherever there is a fights so hungry people can eat, I'll be there.

UNIDENTIFIED FEMALE: It's Sunday afternoon that I think of most.

UNIDENTIFIED FEMALE: I fell all the time like a cat on hot tin roof.

UNIDENTIFIED MALE: OK, get to Chinatown.

UNIDENTIFIED MALE: How are things going so far?

(CROSSTALK)

UNIDENTIFIED FEMALE: Fasten your seatbelts. It's going to be a bumpy night.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

UNIDENTIFIED FEMALE: Here comes the car.

UNIDENTIFIED MALE: OK, now watch me, I'm going to use number one, keep your eye on this, baby and see what happens.

UNIDENTIFIED FEMALE: Clark Gable didn't want to make it happen one night. But in the 1930's actors took the roles their studios gave him. He's co-star Claudette Colbert wasn't thrilled to be in the movie either.

The only person who wanted to make movie was Director Frank Capra. That was the backdrop for the 7th Academy Awards.

UNIDENTIFIED MALE: The film making community suspected that some dirty dealing was going on because Bette Davis didn't show up on the nominees list for Best Actress. And one of the people who was most cynical was Claudette Colbert.

UNIDENTIFIED FEMALE: What difference does it make?

UNIDENTIFIED MALE: She did not think she was going to win. So while the ceremony was going on she was boarding a train to go back to New York. She did win and they had to send somebody to get her off the train. She showed up all fluttery and accepted her Oscar and went back to the train which had been held for her.

NARRATOR: It happened one night ended up winning Oscars in all the top categories. Best picture, Best Screen play, Best Director, Best Actress, and Clark Gable for Best Actor.

CLARK GABLE, ACTOR: I do want to take this opportunity by expressing my thanks and sincere gratitude to Mr. Frank Capra the director of "It Happened One Night". And Ms. Claudette Colbert who was gracious enough to co-start with me in that same picture, thank you.

NARRATOR: For years, the Academy gave news papers the names of Oscar winners early. 1940 was the banner year for Oscar. All 10 nominated films would become classics. "The L.A. Times" jumped the gun and published the list of winners prematurely. The Academy was furious, and from then on PriceWaterhouse has delivered Oscar results in sealed envelops to be opened only on stage.

UNIDENTIFIED MALE: These votes are all tabulated by PriceWaterhouse that counted in sealed room then the secretary types them out, and she is taken off the shop and here we are.

(LAUGHTER)

UNIDENTIFIED MALE: I'd like to introduce you to Mr. Bill Miller of PriceWaterhouse and company the guardian of Oscar secrets.

UNIDENTIFIED MALE: Mr. Bill Miller of PriceWaterhouse.

UNIDENTIFIED MALE: Mr. Miller is a representative of PriceWaterhouse.

BILL MILLER, REPRESENTATIVE OF PRICEWATERHOUSE: I'm Bill Miller of PriceWaterhouse.

UNIDENTIFIED MALE: No, I didn't know that by choice.

UNIDENTIFIED MALE: I have the envelope.

UNIDENTIFIED MALE: And the envelope, please?

UNIDENTIFIED FEMALE: May I have the envelope, please?

UNIDENTIFIED FEMALE: The envelope, please?

UNIDENTIFIED FEMALE: Where is the envelope? Why is the envelope? All right.

UNIDENTIFIED MALE: Next, to the presentations to Outstanding Motion Picture Writers because I'm not too familiar with them because I have lived most of my stuff.

Really, I never and I never -- what's wrong with the teleprompter?

UNIDENTIFIED FEMALE: The following pictures were nominated for the Best Screenplay.

UNIDENTIFIED MALE: Nominated for the Best Motion Picture Story are the following.

UNIDENTIFIED MALE: The nominees for the Best Screenplay based on material from another medium.

UNIDENTIFIED FEMALE: The nominees for Best Story and Screenplay.

UNIDENTIFIED MALE: The nominees for the Best Story and Screenplay.

CLOONEY: If you were lucky enough to get in some of the positions that I'm in, you're going to be held responsible for the film, not for the role. So, you're not looking for, "Oh, this is a great part for me." You're looking for a screenplay that you feel like works on every level and a director that knows what he's doing.

And those are the elements. First and foremost, it's screenplay. It has to be screenplay. You cannot make a good film out of a bad screenplay. It's never been done.

REITMAN: Juno stopped me on my tracks. I've never read anything like it. It was so innovative in its language, but also in its structural devices and the decisions the characters made and its point of view on every character.

ELLEN PAGE: I'm pregnant.

ALLISON JANNEY: Oh God.

REITMAN: I remember I asked Diablo Cody, "How did you figure out how to write a screenplay?" She said, "I bought a published script of "Ghost World" and realized the character in the dialogue go in the middle and the action goes on the left.

J.K. SIMMONS: Who is the father, Juno?

PAGE: It's Paulie Bleeker.

SIMMONS: Paulie Bleeker?

PAGE: What?

SIMMONS: I didn't know he had it in him.

OLIVIA THIRLBY: I know, right?

REITMAN: And she said, "I wrote it in the McDonalds section of a Target on my 15-minute breaks from my job out of the advertising agency."

ROBINSON: The key thing in adapting it was treating it as if it were a mystery.

In the book, really, on page two or three, who Shoeless Joe shows up and the farmer says to him, "My father used to play ball. Could he come and play with you guys?" And Shoeless Joe says, "Yes, finish building the field and he can come with us."

So two-thirds to the way -- through the book, the father shows up. A surprised them neither the farmer nor to the reader. What I did was moved that to the end and made a surprise.

UNIDENTIFIED MALE: God, it's my father.

CLOONEY: I love the screenplay. I love the story. And I thought that was as good role as I was going to get, you know, maybe ever. It's such deep down anger, daddy's little girl that all the things that were working against him unfairly and, you know, yelling at a woman in a coma, I think, is, you know, not something that you're going to do very often in a film.

CLOONEY: Tell me again that I'm too out of touch with my feelings and I need to go to therapy. Isn't the idea of marriage to make your partner's way in a life a little easier? For me, it was always harder with you and you're still making it harder.

ANNETTE BENING: Your father and I were just discussing his day at work. Why don't you tell our daughter about it, honey?

KEVIN SPACEY: Janie, today I quit my job. And then I told my boss to go (EXPLETIVE DELETED) himself and then I --

BENING: I thought the screenplay great. It was very clear to me that there was something to play and then it was -- it was something that had a lot of truth in it but it also was on a very odd knife edge of being very serious and very funny.

Excuse me. Excuse me. I must be psychotic then. If you don't complain, what is it? Yes. Let's bring in the laugh-meter and see how loud it gets on that one. You don't --

It was just like an instinctive thing. You read it and you think, "Oh no, that's something to do.

SPACEY: Don't interrupt me, honey.

UNIDENTIFIED MALE: And the Oscar goes to Alan Ball for American Beauty.

UNIDENTIFIED MALE: The Oscar goes to "King Speech", David Seidler.

DAVID SEIDLER: I believe I am the oldest person to win this particular award. My father always said to me I would be a late bloomer.

BEN AFFLECK: We're just really two young guys who are fortunate enough to be involved with a lot of great people whom it's incumbent upon us to -- there's no way we're doing this in less than 20 seconds -- upon whom it's incumbent of us to thank.

Robin Williams, who delivered such great lines. Minnie Driver, who's --

MATT DAMON: Your brother.

AFFLECK: My brother Casey, who's brilliant in the movie.

DAMON: Cole Hauser.

AFFLECK: Cole Hauser. My mother --

DAMON: Jon Gordon. AFFLECK: -- and Matt's mother, the most beautiful women here.

DAMON: My dad right over there.

(CROSSTALK)

DAMON: Chris Moore. Chris Moore.

AFFLECK: Chris Moore, Chris Moore and Patrick Whitesell, the best agent in Hollywood.

DAMON: Yes, Patrick Whitesell.

AFFLECK: And Cuba Gooding for showing how us to give an alright acceptance speech and --

DAMON: And all our friends and family and everybody back in Boston watching us tonight.

AFFLECK: And thank you so much to the City of Boston. And I know we're forgetting somebody.

DAMON: Whoever we forgot, we love you. We love. We love you.

AFFLECK: Thank you. Thank you. Thank you so much.

UNIDENTIFIED MALE: Diablo Cody.

(CHEERS)

DIABLO CODY: What is happening? I want to thank Jason Reitman, who I consider a member of my family, and I'm in awe of his talent as a filmmaker. And most of all, I want to thank my family for loving me exactly the way I am.

HERMIONE GINGOLD: I'm very proud to receive this object d'art on behalf of Mr. Perelman who writes. He cannot be here for a variety of reasons, all of them spicy.

He's dumbfounded, absolutely flummoxed. He never expected any recognition for writing "Around the World in 80 Days". And in fact, only did so on the expressed understanding that the film would never be shown.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

NARRATOR: During the Academy's early years, its most powerful members were the studio heads.

UNIDENTIFIED MALE: The Academy was not founded to give awards. It was really founded to step in and keep unions from coming into Hollywood. NARRATOR: The studio executives hated unions. But as the great

depression wore on, actors, writers and directors began organizing just as the technical workers had. And the Academy got caught in the middle.

UNIDENTIFIED MALE: Gradually, you began to get a hostility toward the Academy on the part of the actors and the directors and the screenwriters. The Academy almost died because the membership shrunk drastically.

And then in 1935, Frank Capra became the president of the Academy and the president of the Directors' Guild at the same time. The crucial thing that he did was oversee a revision of the Academy bylaws, which said from that point on, the Academy would take no role in labor issues or political issues or religious issues.

NARRATOR: Instead, its focus turned to awarding and preserving great movies and recognizing the people who made them.

UNIDENTIFIED FEMALE: And the winner, "Hamlet."

UNIDENTIFIED MALE: And the winner "All the King's Men".

UNIDENTIFIED FEMALE: And the winner is Burt Lancaster.

UNIDENTIFIED FEMALE: Humphrey Bogart!

(CHEERS)

WHOOPI GOLDBERG: Steven Spielberg was the perfect person for me to start with, because I loved movies and he loves movies. So he would say, well, you know that feeling that you had just before Scout sees Boo Radley? Just as the door opens? Yes. Yes. That's what I want.

So that I could do. I understood it.

BENICIO DEL TORO, ACTOR: Any time I see actors that are nominated, I just think about the work. The glamour and all that is fun, but --

UNIDENTIFIED FEMALE: I always say the real work of an actor is an inside job. Because what you do is all inside.

UNIDENTIFIED FEMALE: Some people think about acting as though you are wearing a mask, but actually, most of the time you're taking away a mask.

UNIDENTIFIED FEMALE: There's something that the camera sees that no matter what you do the camera finds.

GEORGE CLOONEY: Actors that I loved growing up, I loved Spencer Tracy. You always knew where he stood in everything.

UNIDENTIFIED MALE: Because in the final analysis, it doesn't matter a damn what we think.

CLOONEY: You look at his mark down on the ground where you have to stand so that you're in focus. But if the lens catches you, then everyone who's watching you realizes that you're lying to them, you're cheating.

Well, he would look right at his mark and he wouldn't cheat. He wouldn't go like that. He would look at his mark and go -- literally do this and he'd walk over and stand there. Then he'd sit up like that and look you in the eye and keep talking. You never for a moment thought he was looking at his mark.

NARRATOR: The movies called for kind of acting that had never existed before. If you don't hit your mark you're out of focus. There may or may not be rehearsals. Stories aren't filmed in sequence. You're acting for an audience of one, the camera.

UNIDENTIFIED FEMALE: I had never acted before, even entertained the idea of acting. Never thought about it. All of these people and all these cameras and lights.

(SINGING)

UNIDENTIFIED FEMALE: The director took every inch of me out of me.

(SINGING)

UNIDENTIFIED FEMALE: I was like, oh, my God, what do y'all want from me? What else can I give you? I've given you everything. They're like, all right cut. Now action. Action again? Are you kidding me?

(SINGING)

UNIDENTIFIED FEMALE: One day, I saw this man going to work. When I wrapped he was going back to work. I'm like this is the same man going back to work. Oh, my God, that's how long I was on the set.

UNIDENTIFIED MALE: Nominees for best performance by an actress in a supporting role are Fay Bainter In "The Children's Hour", Rita Moreno in "West Side Story", Judy Garland in "Judgment at Nuremberg".

UNIDENTIFIED MALE: What else do you admit to? What else?

UNIDENTIFIED FEMALE: Nothing. There's nothing like you're trying make it sound.

UNIDENTIFIED MALE: What else?

UNIDENTIFIED FEMALE: There's nothing. Nothing. Stop it!

UNIDENTIFIED FEMALE: My mom, she only gave me one acting lesson. I showed her the script. I said, can you help me with this? I don't think I'm very good. So, we sat on the floor. And I showed her the script. And then she said, "I'll be the other girl. Now you do what you do." And I did it.

And she said, all right. Let's do that again. And she gave me all of these other thoughts and lines to say. Then we go back and she said, now think that and say the line. UNIDENTIFIED FEMALE: I'll see.

UNIDENTIFIED FEMALE: She said yes, you're going to be good.

UNIDENTIFIED MALE: Liza Minnelli.

(APPLAUSE)

HELEN MIRREN, ACTRESS: I was nuts about doing "The Queen." I watched quite a lot of film. Obviously you read history. But I started looking at the portraits of Elizabeth.

That's always very interesting. Because there's as much of the artist in the portrait as there is of the person themselves. That sort of suddenly liberated me. Because I thought, I don't have to be the queen, I have to be my perception of the queen, which was sort of what I did.

Oh, you're a beauty.

BEN KINGSLEY, ACTOR: When I find that key in a character, it's very empowering.

UNIDENTIFIED MALE: What are you doing?

UNIDENTIFIED MALE: I have a ticket.

KINGSLEY: In "Gandhi", the moment he's racially abused and thrown off a train. I realized that he converted a moment of supreme indignation possibly anger, possibly even rage into a process of pure intelligence that freed a whole nation.

We must defy the British.

Interesting that that was the key. Not being denying Gandhi but "don't ever do that again."

JANE FONDA, ACTRESS: Oh, my angel. Oh, my angel.

I played the prostitute. I spent time with a series of prostitutes and madames, you know, right down to -- I didn't go with them when they turned tricks but I was with them when they were cutting their cocaine. And I was with them in the after hours clubs.

And when I was done I went to the director and said, I can't do it, Allen. You should get Faye Dunaway. And he burst out laughing. He just said that's absolutely ridiculous and sent me out of the room.

So, I had to really think, how do I get myself into this? I went to a police station. And I looked -- phew -- and I looked at hundreds of photographs of women who had been beaten and killed.

UNIDENTIFIED MALE: I don't consider myself a terrible man. No more than others.

FONDA: A few weeks later we were shooting the last scene, and I decided I wasn't going to plan or prepare or anything. I just was going to sit there.

UNIDENTIFIED MALE: Obviously I would not be telling you these things if my intentions weren't honorable.

FONDA: It slowly dawned on her that he was the one that killed her friend. Something totally unexpected happened.

UNIDENTIFIED MALE: Be comfortable. Nothing's going to happen.

FONDA: She cried for all the women that had been victims of that kind of violence. And I realized that it was the first time that feminism manifested in me.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

(LAUGHTER)

UNIDENTIFIED MALE: I am here tonight to explain why no black people will ever be nominated for anything.

(LAUGHTER)

(APPLAUSE)

UNIDENTIFIED FEMALE: Black people love to act.

(LAUGHTER)

UNIDENTIFIED MALE: We can cry at the drop of a hat.

(LAUGHTER)

UNIDENTIFIED FEMALE: Or laugh. These are some of the things black people can do.

(LAUGHTER)

UNIDENTIFIED FEMALE: Miss Scarlet, come on in the house.

CHERYL BOONE ISAACS, ACADEMY PRESIDENT: I didn't see "Gone with the Wind" growing up. It's a sensitive issue in the black community, no question. My mother was just adamant. So I didn't see the movie until I was in my 20s.

UNIDENTIFIED FEMALE: But I didn't fetch you here on miss scarlet's account. What that child's got to stand the Good Lord gave her strength to stand. It's Mr. Rhett I'm worried about.

ISAACS: Hattie McDaniel's character, she was the smartest person in the entire movie. I thought she was spectacular, and the idea that the Academy recognized that talent. That was amazing. GOLDBERG: Listen. Hattie McDaniel, man, she was the first. Think

about that. That's wild. She almost didn't get even invited. They put her way in the corner. Way in the corner in the back. And then she won.

(APPLAUSE)

HATTIE MCDANIEL, ACTRESS: Academy of motion picture arts and sciences, fellow members of the motion picture industry and honored guests, this is one of the happiest moments of my life. And I want to thank each one of you who had a part in selecting me for one of the awards.

(APPLAUSE)

MCDANIEL: I sincerely hope I shall always be a credit to my race and to the motion picture industry. My heart is too full to tell you just how I feel. And may I say thank you and God bless you.

GOLDBERG: She was the first. And Sidney was the second.

UNIDENTIFIED FEMALE: The winner is Sidney Poitier.

(APPLAUSE)

GOLDBERG: There's a lot of white people in between. You know what I mean? It's a long time.

SIDNEY POITIER: It is a long journey to this moment.

REPORTER: The fact you are a Negro, did that make this particularly significant tonight?

POITIER: You're going to have to let me mull that one for awhile. It's a very interesting question. And I would prefer not to answer it in my present anxiety. I'd rather be much more collected to deal with such a delicate question.

GOLDBERG: And then came Lou Gossett. Then Denzel. And then me.

UNIDENTIFIED MALE: Whoopi Goldberg.

(CHEERS)

GOLDBERG: I come from New York. As a little kid I lived in the projects. And you're the people I watched. You're the people who made me want to be an actor.

I'm so proud to be here. I'm proud to be an actor. And I'm going to keep on acting. And thank you so much.

(APPLAUSE)

GOLDBERG: It was a short list.

UNIDENTIFIED MALE: And the Oscar goes to Halle Berry -- (APPLAUSE)

ISAACS: The handing out of Oscars at the Oscar show through the years has shown social change. I know for some maybe not fast enough. But it has definitely moved in that direction.

(SINGING)

UNIDENTIFIED FEMALE: Tom Hanks in "Philadelphia."

TOM HANKS, ACTOR: There was this thing that was tearing us apart which was the AIDS crisis. The pandemic that was AIDS.

(APPLAUSE)

HANKS: It was not just ripped right out of today's headlines, but it was getting into this more specific question of how do you respond to AIDS?

I would not be standing here if it weren't for two very important men in my life. So, two that I haven't spoken with in awhile but I had the pleasure of just the other evening. Mr. Raleigh Farnsworth was my high school drama teacher who taught me act well the part, there all the glory lies. One of my classmates under him, John Gilkerson.

I mentioned their names because they are two of the finest gay Americans, two wonderful men. And there lies my dilemma here tonight. I know that my work in this case is magnified by the fact that the streets of heaven are too crowded with angels. We know their names. They number 1,000 for each one of the red ribbons that we wear here tonight.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

UNIDENTIFIED MALE: Communism is based on a doctrine inconsistent with American liberty.

NARRATOR: Freedom of speech was not always welcome in the movie business. In the 1950s, Hollywood joined the rest of the nation in the hunt for communists. Names of those suspected were added to something called the blacklist.

UNIDENTIFIED MALE: The Motion Picture Industry Council reaffirms its consistent opposition to communism, its works, its members, its methods.

UNIDENTIFIED MALE: It was a real list. It wasn't just some theoretical thing. There were lists of directors, well-known writers. The blacklist period was one of the dark chapters in American history. I'm sad to say that the Academy didn't really behave any better than anybody else did. UNIDENTIFIED MALE: I've never read Karl Marx and I don't know the

faces of communism beyond what I've picked up from hearsay. From what I've heard, I don't like it.

NARRATOR: In 1955, the Academy passed a bylaw that prohibited any blacklisted writer from being nominated for an Oscar. When the "Bridge on the River Kwai" won best screenplay in 1957, the original novelist collected the Oscar but he didn't write the script.

UNIDENTIFIED MALE: For the best writing of a motion picture --

UNIDENTIFIED FEMALE: Pierre Bouelle, "The Bridge on the River Kwai".

NARRATOR: The two writers who did, Michael Wilson and Carl Foreman, were on the blacklist. So for the Academy, they didn't exist.

UNIDENTIFIED MALE: Some people committed suicide when they were on that list. There were people that moved to Europe and never came back. Jules Dassin is one of them.

NARRATOR: Some blacklisted writers continued working under pseudonyms.

UNIDENTIFIED FEMALE: The nominations for best picture motion picture story are Robert Rich for "The Brave One".

NARRATOR: But when they won Oscars for best screenplay, as Dalton Trumbo did --

UNIDENTIFIED FEMALE: "The Brave One", Robert Rich.

NARRATOR: There was no one to walk up the aisle.

UNIDENTIFIED FEMALE: (INAUDIBLE) vice president of the screenwriters association will accept the award for Mr. Rich.

NARRATOR: After four years, the Academy reversed itself. Much later, it officially welcomed back those it had shunned.

LILLIAN HELLMAN, SCREENWRITER: I was once upon a time a respectable member of this community. Respectable didn't necessarily mean more than I took a daily bath when I was sober, didn't spit except when I meant to and mispronounced a few words of fancy French. Then suddenly before Senator Joseph McCarthy reached for that rusty and poisoned ax, I and many others were no longer acceptable to the owners of this industry. Possibly, they were men who had been too busy to define personal honor or national honor. Possibly, but certainly, they confronted the wild charges of Joe McCarthy with a force and courage of a bowl of mashed potatoes.

I have no regrets for that period. Maybe you never do when you survive. But I have a mischievous pleasure being restored to respectability, because I never thought it would happen. I hope the rest of my life will not be too respectable.

(END VIDEOTAPE) (COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

UNIDENTIFIED MALE: To present this documentary award, here are the scholarly, instructive, illuminating, and dignified Ms. Martha Raye and Mr. James Durant (ph).

UNIDENTIFIED MALE: Ms. Raye, will you do me a favor?

UNIDENTIFIED FEMALE: Certainly. What is it?

UNIDENTIFIED MALE: Tell me, what does documentary mean?

UNIDENTIFIED FEMALE: Jimmy, you mean you don't know the meaning of the word documentary?

UNIDENTIFIED MALE: That's one of the few.

NARRATOR: If any Oscar category reflects changing times, it's documentaries. The Academy established the category during World War II. Early Oscars went to government sponsored films designed to bring a war home. By the 1970s, documentaries were approaching war from a very different point of view.

MICHAEL MOORE, DIRECTOR: I remember watching the Oscars when "Hearts and Minds" won and the producers came on the stage and for a speech they decided to read a telegram they received that day from the wrong side of Vietnam.

UNIDENTIFIED MALE: It says, please transmit to all our friends in America our recognition of all that they have done on behalf of peace.

FONDA: Most of my being was involved in trying to end the war in Vietnam. And it was raging and I felt how could I be in front of all these people and not say something?

UNIDENTIFIED MALE: The winner is Jane Fonda of "Klute".

(APPLAUSE)

FONDA: Thank you. Thank you very much, members of the Academy. And thank all of you who applauded.

There's a great deal to say, and I'm not going to say it tonight. I would just like to really thank you very much.

(APPLAUSE)

REPORTER: What were you thinking about?

FONDA: I was thinking that, while we're all sitting there giving out awards, which are very important awards, there are murders being committed in our name in Indochina. And I think everyone out there is aware of it as I am, and I think that everyone out there wants it to end as much as I do. And I didn't think I needed to say it. I think we have had it. I

really do. I think everyone feels that way. And I just didn't think it needed to be said.

UNIDENTIFIED FEMALE: Marlon Brando in "The Godfather."

(CHEERING AND APPLAUSE)

UNIDENTIFIED FEMALE: I'm representing Marlon Brando this evening, and he's asked me to tell you that he very regretfully cannot accept this very generous award, and the reasons for this being are the treatment of American Indians today by the film industry. Excuse me.

(APPLAUSE)

UNIDENTIFIED FEMALE: I do not think that this Academy Awards evening was an inappropriate place. But, of course, I speak only as an American Indian. I cannot answer for the conscience of America.

JOHN WAYNE, ACTOR: No, you're not going to get me to say anything against it. This is our only chance to contact the public as an industry. Now, don't try to get me to say something against it. Go get Brando.

DIANE LANE, ACTRESS: And the Oscar goes to "Bowling For Columbine."

(CHEERING AND APPLAUSE)

LANE: Michael Moore and Michael Donovan.

MICHAEL MOORE, ACTOR: I remember climbing up the stairs to the stage, and it was like I had Gollum in my head, you know, from "Lord of the Rings," you know, like one voice is going, precious, Oscar, be nice, don't start any trouble. Just thank your agent and your stylist and leave the stage.

And the other voice is going, no, no, you have a responsibility. There's a war going on. You must say something.

I have invited my fellow documentary nominees on the stage, because we like nonfiction. We like nonfiction, and we live in fictitious times. We live in a time where we have fictitious election results that elects a fictitious president.

(CHEERING AND APPLAUSE)

(BOOING)

MOORE: We live in a time where we have a man sending us to war for fictitious reasons, whether it's the fictition of duct tape or the fictitious of orange alerts.

We are against this war, Mr. Bush. Shame on you, Mr. Bush. Shame on you.

And any time you have got the pope and the Dixie Chicks against you, your time is up.

And walk off the stage and one of the stagehands comes right up in my ear. I thought he was going to hit me. Comes right up in my ear and he screams, "Asshole."

STEVE MARTIN, ACTOR: It was so sweet backstage. You could see it.

(LAUGHTER)

MARTIN: The Teamsters are helping Michael Moore into the trunk of his limo.

(LAUGHTER)

JOHNNY CARSON, HOST: Before we begin tonight, ladies and gentlemen, I would like to say for the record that I am in favor of using more American Indians and other minorities in motion pictures.

(LAUGHTER)

CARSON: I am against polluting the oceans of the world. I am for every nationality having its own homeland. I'm against whacking baby seals on the head and I'm for saving the whales.

BILLY CRYSTAL, ACTOR: The host's job is to be really funny in the beginning and hope that something happens that you can capitalize on.

WHOOPI GOLDBERG, ACTRESS: You have to be on your feet. You got to know what you're doing. You have to be able to move stuff. You have to be very fluid. You have to be able to deal with live television. And it's not easy.

CRYSTAL: This giant of the film business is with us tonight. He's 100 years old.

Please, give a warm welcome to Mr. Hal Roach.

(APPLAUSE)

CRYSTAL: I introduced him. He was just supposed to get up and wave. Instead, he started talking. And there was no mike.

And from the stage, it was like, well -- and I remember we had and -- and I remember the lines going through my mind, and then one hit and just stuck. Boom.

I think that's fitting, because Mr. Roach started in silent films.

(LAUGHTER)

GOLDBERG: You have to be that good to do this job. You have to be that good.

ANNOUNCER: From Hollywood, RCA and RCA Victor proudly present --

BOB HOPE, HOST: Isn't it exciting to know that a lot of these glamorous stars are going to be in your homes tonight? All over America, housewives are turning to their husbands and saying, put on your shirt. Joan Crawford is coming.

(LAUGHTER)

NARRATOR: From the Academy's beginning, the studios had been footing the bill for Hollywood's star-studded awards ceremony. But in the 1950s, a new funding source appeared: television.

HOPE: Television, that's where movies go when they die.

(LAUGHTER)

NARRATOR: In 1953, NBC offered $100,000 for broadcast rights, and the Academy never looked back.

HOPE: But I want to say that, tonight, you regular television watchers will see movie stars you have never seen before.

UNIDENTIFIED MALE: It's the one place you could see people like Clark Gable and Doris Day and Gregory Peck and Rita Hayworth and Ingrid Bergman on television.

UNIDENTIFIED FEMALE: Will you read the nominees, Mr. Newman?

PAUL NEWMAN, ACTOR: With pleasure, Mrs. Newman.

UNIDENTIFIED FEMALE: For the best achievement in costume design for color production.

WARREN BEATTY, ACTOR: For the best achievement in art direction.

SIDNEY POITIER, ACTOR: Those nominated for the best achievement in film editing are --

UNIDENTIFIED MALE: And now for the black and white cinematography, the best achievement.

UNIDENTIFIED MALE: Some of the reasons that you love the movies you love are because of those people that you don't know that have photographed it or those people that have done the art direction or the people that have done the costume designs or all those other technical things, sound.

If you didn't have those things, you wouldn't have the movies that we love.

MARTIN: I'm Steve Martin. I'm here to present the award for special visual effects.

UNIDENTIFIED FEMALE: For the best achievement in sound.

UNIDENTIFIED MALE: Sound. Sound.

CRYSTAL: As you know, movies --

UNIDENTIFIED CHARACTER: Sound effects create the illusion of pain.

(LAUGHTER)

BEN BURTT, SOUND DESIGNER: The term sound design is something that came up in the era right during and after when "Star Wars" in 1977 came out.

For the voice of Chewbacca, I found a trained bear. They had not fed the bear that day. So, if we teased poor little Pooh -- that was the name of the bear -- with toast and milk, the bear would cry out. Take the ones that sounded cute and make -- set those aside. Take the ones that sounded angry and put them this way. And you could then cut them together and make little sentences out of them.

STEVE CARELL, ACTOR: Of all the tools an actor has in creating the perfect look for a part, none is more important than the skillful use of makeup.

WILL FERRELL, ACTOR: Makeup artists are the magicians of the movie industry, transforming actors and actresses into gods and goddesses of perfect appearance.

(LAUGHTER)

CARELL: The makeup artist's commitment to excellence is all- consuming. And we would not be who we are without them.

VE NEILL, MAKEUP ARTIST: My next-door neighbor was a makeup artist. Every Halloween, I always wanted to be a witch or a goblin or some horrible thing, and every year, he would make me up, and I would look at him and say, "Oh, Mr. Lotito, I want to do what you do when I grow up."

HARVEY FIERSTEIN, ACTOR: Daniel, hi.

ROBIN WILLIAMS, ACTOR: Could you make me a woman?

FIERSTEIN: Honey, I'm so happy.

NEILL: When they go about creating their character, it's very helpful for us to give them the tools to do that. When they look in the mirror, we want them to feel that character.

We were absolutely amazed at how well this makeup stood up in person.

UNIDENTIFIED ACTRESS: Have we met?

WILLIAMS: No.

UNIDENTIFIED FEMALE: The category is art direction.

UNIDENTIFIED MALE: Is it art direction? Because I missed a spot. Is it? Thank you. I'm sorry I woke you.

MARTIN: Art direction, what is it, who does it, why, and how much, and who are they? And here we are, art direction. I don't know. UNIDENTIFIED FEMALE: The art director makes the movie look the way it

does.

EMMA THOMPSON, ACTRESS: Picture, if you will, a perfectionist professor of art and architecture with the imagination of Picasso, the infinite precision of a brain surgeon, and the capacity to create an entirely believable new world.

JACK LEMMON, ACTOR: If you give him an unlimited budget, Rome can be built in a day, or at least the front of it. Nobody ever builds the back of a set.

KEVIN SPACEY, ACTOR: Freeze. Police.

JEANNINE OPPEWALL, PRODUCTION DESIGNER: In a way, the production designer and art director take responsibility for the acting space. You need to provide the place that means something, colors that mean something. You need to provide an environment that will inspire them to do their best work.

UNIDENTIFIED FEMALE: With a little help from my friends, Rascals, I'm going to present the award for costume design.

PETER FALK, ACTOR: You know, for me to hand out an award for clothes, don't get me wrong, I'm going to do it, but I'm not exactly sure they came up with the right fellow.

(LAUGHTER)

UNIDENTIFIED FEMALE: There was a time when every woman wanted to dress like Garbo or Lombard. Clark Gable took his shirt off in "It Happened One Night," and it took 18 years for Brando to bring the T- shirt back.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

TOM SELLECK, ACTOR: The nominees --

UNIDENTIFIED FEMALE: For best achievement in film editing.

UNIDENTIFIED FEMALE: In film editing, they are --

(MUSIC)

UNIDENTIFIED MALE: For best original score.

UNIDENTIFIED FEMALE: Trent Reznor and Atticus Ross.

(CHEERING AND APPLAUSE)

UNIDENTIFIED MALE: The winner is Aaron Copland for "The Heiress" --

UNIDENTIFIED FEMALE: The winner for Victor --

UNIDENTIFIED FEMALE: (INAUDIBLE)

UNIDENTIFIED MALE: (INAUDIBLE)

(APPLAUSE)

UNIDENTIFIED MALE: I would like to thank (INAUDIBLE)

(LAUGHTER)

(APPLAUSE)

UNIDENTIFIED MALE: Thank you.

(LAUGHTER)

JIM CARREY, ACTOR: It's the cinematographer who becomes the painter of a film. They take people who look like this and through the use of proper filters and soft lenses try to turn them into this.

(LAUGHTER)

UNIDENTIFIED ACTRESS: We actors like to say that a good cameraman photographs our face, a great one our soul.

(MUSIC)

JANUSZ KAMINSKI, DIRECTOR OF PHOTOGRAPHY: If you think of "Saving Private Ryan," all the glossy, technically perfect imagery was thrown away for the sake of creating images that would make the audience feel like they're right there on the beach of Normandy.

STEVEN SPIELBERG, DIRECTOR: There were pictures taken by the photojournalist Robert Capa. He landed with the first wave at 6:30 the morning on Omaha Beach, and he took hundreds of photographs.

Only 10 or 11 shots survived. Still photographs said more to me about what it was like to land on those beaches than anything I had ever seen.

So I went to Janusz and I said, I want the whole landing to look like these nine photographs.

(GUNFIRE)

TOM HANKS, ACTOR: It wasn't like a series of shot lists. I don't think Steven did storyboards on it. That was a brand of documentary filmmaking which he's down in the thick of this thing, and he and Janusz Kaminski are scattering, you know, cameras all over the place.

KAMINSKI: We had a great operator. He would chase the soldiers, or he would follow the soldiers. He would fall down on the ground, get up, get some blood on the lens, get some dirt on the lens.

HANKS: Movies are very rarely utter and complete total chaos captured by the cameraman. That landing, for me, was sheer and total chaos.

UNIDENTIFIED FEMALE: And the Oscar goes to Janusz Kaminski for "Saving Private Ryan."

(APPLAUSE)

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

LEMMON: There are all kinds of directors. There are spectator directors, dictator directors, directors that are kind and tolerant. They're understanding. There are also directors that are mean and petty and contemptible.

MATTHAU: Some directors are short, and some are tall.

(LAUGHTER)

MATTHAU: Some are old, and some are young. There are directors who know everything about human behavior and nothing about the camera.

(LAUGHTER)

MATTHAU: There are directors who know camera angles, camera lenses, camera sprockets and depth of focus, but who are totally ignorant of the human condition.

(LAUGHTER)

LEMMON: We have all of these directors with us tonight.

(LAUGHTER)

(APPLAUSE)

WAYNE: The director is the captain of the ship.

GEORGE CLOONEY, ACTOR: The director is a dictator.

GOLDBERG: I prefer it if they're competent. That's always nice.

SPIELBERG: Move a little bit that way. OK, here we go, all because you're -- yes.

WILLIAMS: There's the actor/director. It must be very hard. It must be like making love to Sybil. It's like, good for me, not for me. OK.

(LAUGHTER)

WILLIAMS: There is the writer/director, who, if he goes on strike, who stays? I don't know. If he fires him, does he have to file a grievance? I can't. Oh, too late. OK. (LAUGHTER)

WILLIAMS: There's the writer/director/producer, one of the few creatures on the planet that can blow smoke up his own ass.

(LAUGHTER)

JASON REITMAN, DIRECTOR: As a 6-year-old, I probably thought my father was some sort of magician. I just knew that, when I showed up at his workplace, incredible things happened.

My father is Ivan Reitman, the director of "Ghostbusters." He will always be the director of "Ghostbusters." And I will always be the son of the guy who directed "Ghostbusters."

My father said to me, you're making a movie about an important time. There's this recession, and there's not going to be that many movies that speak to it accurately. You have to find ways to work that into your film, and in an honest way.

COOPER: This will be your last week of employment at this company.

REITMAN: We put an ad out in the help wanted section, saying we're making a documentary about job loss. We would say, all right, we would like to try a little role play. We're going to fire you.

UNIDENTIFIED FEMALE: Why me?

UNIDENTIFIED MALE: What am I supposed to do now?

UNIDENTIFIED MALE: How is your family? They sleeping well at night?

REITMAN: They would get angry. They would cry. They would start saying real things.

UNIDENTIFIED MALE: Going to Chuck E. Cheese this weekend or something? Not me.

REITMAN: And it was heartbreaking.

UNIDENTIFIED MALE: No, my kids, We're not going to do anything.

UNIDENTIFIED FEMALE: The French call them (SPEAKING FRENCH). Italians call them (SPEAKING ITALIAN). It translates, the realizer, the one who realizes the dream.

SPIELBERG: He tries to get as close to the vision he or she has when they first read the material.

CLOONEY: The best ones I worked with, the Coen brothers and Soderbergh, and go down the list of these really wonderful directors I have work with, they shoot with very, very specific points of view.

UNIDENTIFIED MALE: "Raging Bull" has maybe 10 or 12 scenes with boxing matches in it. Marty Scorsese shot each one of those scenes differently based upon the meaning of the scene. The scene in which La Motta is supposed to throw the fight, and in fact us trying to lose for a while, for the first time, Marty puts the camera outside the ring, because he said, Jake's heart wasn't in the ring.

At the moment in the fight when La Motta says, screw this, I'm going to beat this guy, the camera flies through the ropes into the ring. Every one of those scenes is shot differently based upon the meaning of the scene to the story.

UNIDENTIFIED FEMALE: Those nominated for best achievement in directing are --

ELIZABETH TAYLOR, ACTRESS: The nominees for achievement in directing are --

TOM CRUISE, ACTOR: The nominees for achievement in directing are --

MARTIN SCORSESE, DIRECTOR: Now, the nominees for achievement in directing are --

MICHAEL DOUGLAS, ACTOR: Here are the nominees for achievement in directing.

UNIDENTIFIED MALE: Steven Spielberg for "Close Encounters."

UNIDENTIFIED MALE: Steven Spielberg for "Raiders of the Lost Ark."

UNIDENTIFIED MALE: Steven Spielberg for "E.T. The Extra-Terrestrial."

UNIDENTIFIED MALE: Steven Spielberg.

JACK NICHOLSON, ACTOR: Steven Spielberg.

UNIDENTIFIED MALE: Steven Spielberg.

UNIDENTIFIED FEMALE: The winner is Woody Allen for "Annie Hall."

(CHEERING AND APPLAUSE)

UNIDENTIFIED FEMALE: Warren Beatty.

UNIDENTIFIED MALE: Richard Attenborough for "Gandhi."

SPIELBERG: I wanted to shoot black and white because I did not want to prettify of the images of the Holocaust.

And I absolutely would not have made the movie had the studio insisted -- and they did for a while -- that I shoot the movie in color. There were a few moments of color I wanted to introduce in the film. The Shabbat candles in the opening scene, before the Holocaust, was full of color.

And, as the candle burns down, everything turns into black and white, except the candle. And then I wanted the candle to be just a little bit of red in the wick just before it goes out, and then the smoke would rise, almost like the smoke from the crematorium.

CLINT EASTWOOD, ACTOR: The Oscar goes to Steven Spielberg for "Schindler's List."

(CHEERING AND APPLAUSE)

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

UNIDENTIFIED FEMALE: And the Oscar goes to, Anthony Hopkins.

(APPLAUSE)

ANTHONY HOPKINS, ACTOR: All right, gentlemen, fire away.

UNIDENTIFIED MALE: If the answer would be your heart, what would be the question?

UNIDENTIFIED MALE: (SPEAKING FOREIGN LANGUAGE)

UNIDENTIFIED MALE: What is the thing you love most in your life? (SPEAKING SPANISH)

ELIZABETH TAYLOR, ACTRESS: Privacy.

UNIDENTIFIED MALE: (SPEAKING SPANISH)

What is the thing you wish to have most in your life?

TAYLOR: Privacy.

UNIDENTIFIED MALE: You want to say something in Spanish?

LIZA MINNELLI, ACTRESS: I don't speak Spanish.

REPORTER: How do you feel?

UNIDENTIFIED MALE: How do I feel? Fine. How are you?

TAYLOR: I don't know what I'm doing here. I didn't win anything.

UNIDENTIFIED MALE: There we go. That's wonderful. Oh, yes.

UNIDENTIFIED MALE: Sorry, yes, yes.

UNIDENTIFIED MALE: What is your feeling about Oscars and what they mean in this community?

JACK NICHOLSON, ACTOR: It's exhilarating.

WARREN BEATTY, ACTOR: It's exhilarating. It's -- it's good to be recognized by your peers. Have you heard that before?

UNIDENTIFIED MALE: As the show progresses, the room fills up with losers. For everyone who wins, there are four who don't. And they are bitter and they sit there, and they're not interested in the jokes anymore.

HOPE: Keep your eyes on the losers tonight as they applaud the winners. You'll see great understanding, great sportsmanship, great acting.

CHER, SINGER/ACTRESS: The thing that's terrible is that one minute, you're a nominee, and the next minute you're a loser.

UNIDENTIFIED MALE: And the winner is --

UNIDENTIFIED FEMALE: The winner is --

UNIDENTIFIED FEMALE: The winner is --

UNIDENTIFIED FEMALE: May I have the envelope?

UNIDENTIFIED MALE: Anything memorable from that night?

UNIDENTIFIED MALE: Losing.

TOM HANKS, ACTOR: And the winner is "The Hurt Locker."

UNIDENTIFIED MALE: We ducked out and didn't go to the Governor's Ball, and we went to In and Out instead. And this little old lady walked up to me at In and Out. She said, "Didn't you just win an Oscar?"

And I said, "No," and I bit into my double-double.

UNIDENTIFIED MALE: And the Oscar goes to...

HELEN MIRREN, ACTRESS: Just the fact that I was sitting in that room with those people, wearing that gorgeous dress that had been especially made just for me, I felt I'd won. I didn't honestly -- I didn't feel I needed any more than that.

CHER: People go, "Oh, it's just enough to be nominated," which is all well and good. In the beginning.

UNIDENTIFIED FEMALE: And the winner is Linda Hunt!

RICHARD DREYFUSS, ACTOR: The nominees --

UNIDENTIFIED FEMALE: Ken Chase.

UNIDENTIFIED MALE: Whoopi Goldberg in "The Color Purple."

Margaret Avery in "The Color Purple."

KATHLEEN KENNEDY, PRODUCER, "THE COLOR PURPLE": "The Color Purple" was given 11 nominations.

UNIDENTIFIED FEMALE: "The Color Purple."

AUDREY HEPBURN, ACTRESS: "The Color Purple."

UNIDENTIFIED FEMALE: "The Color Purple."

KENNEDY: And then each time the movie was called, we didn't win. So that's -- that's a tough evening to sit through.

ELLEN BURSTYN, ACTRESS: I could feel this hunger and grasping in me that I didn't like. I was nominated the same year as Gena Rowlands.

GENA ROWLANDS, ACTRESS: Hey, what time is it? I'm waiting for my kid for school, and I don't know what time it is. Hey, you, you've got a watch on. Will you tell me the time?

BURSTYN: That's an Academy-Award-winning part. She should have won an award for that. Not my award.

UNIDENTIFIED MALE: And the winner is -- Ellen Burstyn in "Alice Doesn't Live Here Anymore."

MIRREN: You're caught in this terrible squish between, you know, a really heavy dose of vanity and pride and arrogance on one side, and then a really heavy dose of humility and -- and insecurity on the other. And you're sort of squished in the middle.

UNIDENTIFIED FEMALE: Dustin Hoffman.

DUSTIN HOFFMAN, ACTOR: I'd like to thank my parents for not practicing birth control. I'm up here with mixed feelings. I'm deeply grateful for the opportunity to be able to work.

BENICIO DEL TORO, ACTOR: It's not a sport. In sports, whoever wins wins. The Oscars are not like that.

HOFFMAN: I refuse to believe that I beat Jack Lemmon, that I beat Al Pacino, that I beat Peter Sellers. I refuse to believe that Robert Duvall lost.

MIRREN: You know in your heart that this is kind of wrong, and I know I shouldn't be saying this because we're talking about the Oscars, and on many levels, it's fantastic.

HOFFMAN: There are people who are giving that artistic part of themself that goes beyond a paycheck, and they are never up here, and many of them are not members of the Academy, and we never hear of them.

MIRREN: In the end, we are artists, and art is not about competition or prizes. It really isn't.

HOFFMAN: And to that artistic family that strives for excellence, none of you have ever lost. And I am proud to share this with you, and I thank you.

NARRATOR: Competition, by its very nature, creates winners and losers.

GENE KELLY, ACTOR (singing): I'm singing in the rain, just singing in the rain. NARRATOR: But some of these overlooked by Oscar have stood the test

of time, and are now regarded as classics.

KELLY (singing): -- I'm happy again. I'm laughing at clouds --

UNIDENTIFIED MALE: It's very hard to say one film is better than another. Is "The Godfather" better than "2001: A Space Odyssey?" I don't know. Is "Annie Hall" better than "Goodfellas"?

JOE PESCI, ACTOR: You're a funny guy.

UNIDENTIFIED MALE: I don't know. Every year, the Academy announces its nominees, and immediately, everybody is saying, "How can they nominate this one?" I'll tell you how. It's very easy. We took a vote. That's how.

This is not a tablet handed down from God, writ by his finger saying, "OK, if anybody disagrees, you're wrong; this is the official answer." This is our opinion.

WHOOPI GOLDBERG, ACTOR/COMEDIAN/TALK SHOW HOST: Some people who should have gotten Oscars never got an Oscar.

NARRATOR: For a lifetime of work, or sometimes for work too long unrewarded, the Academy offers the honorary Oscar.

PETER O'TOOLE, ACTOR: Always a bridesmaid, never a bride.

HOPE: Our board of governors tonight salutes with a special Oscar Akira Kurosawa.

SOFIA LOREN, ACTRESS: Federico Fellini.

UNIDENTIFIED MALE: Harold Lloyd.

UNIDENTIFIED MALE: Groucho Marx.

UNIDENTIFIED MALE: Lillian Gish.

UNIDENTIFIED MALE: Howard Hawks.

UNIDENTIFIED FEMALE: Deborah Clark.

UNIDENTIFIED MALE: Kirk Douglas.

UNIDENTIFIED FEMALE: Robert Altman.

UNIDENTIFIED FEMALE: Lauren Bacall.

UNIDENTIFIED MALE: Blake Edwards.

UNIDENTIFIED MALE: D.A. Pennybaker.

UNIDENTIFIED MALE: Charles Chaplin.

CHARLES CHAPLIN, ACTOR/DIRECTOR/PRODUCER: Oh, you're wonderful, sweet people. Thank you.

(APPLAUSE)

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

BETTE MIDLER, SINGER/ACTRESS: Hello. I guess you didn't -- I guess you didn't think it was possible for anyone to overdress for this affair. In the Oscars, we have to be as dignified -- as dignified as humanly possible. That's why I decided to rise to the occasion.

(LAUGHTER)

MIDLER: How do you like it so far, kids?

UNIDENTIFIED MALE: I feel so happy. I want to thank all the members of the Academy who did not vote for me.

BARBRA STREISAND, SINGER/ACTRESS: Hello, gorgeous.

UNIDENTIFIED FEMALE: I can't tell you how encouraging a thing like this is.

MARLON BRANDO, ACTOR: It's much heavier than I imagined. I had something to say, and I can't remember what I was going to say for the life of me.

BEN KINGSLEY: I do remember feeling completely overwhelmed by the fact that Jack Lemmon, Peter O'Toole, Dustin Hoffman and Paul Newman were my fellow nominees.

JOHN TRAVOLTA, ACTOR: Five outstanding performances and the winner is --

KINGSLEY: I remember turning to my ex-wife and saying, "Are you ready to applaud Paul?"

TRAVOLTA: -- Ben Kingsley in "Gandhi."

MIRREN: It is a bit like being in a car crash. Everything slows down, everything goes into slow motion, and it sort of goes, you know, tick, tick, tick, tick. The -- winner -- is --

UNIDENTIFIED MALE: Helen Mirren in "The Queen."

MIRREN: My assistant, Leticia (ph), she came with me, and she said in the morning, she said, "All kids love to get gold stars." And this is the biggest and the best gold star that I have ever had in my life.

And I thought that was a lovely idea, that we do all love the gold star, you know. It makes us feel proud, that we've achieved something. DEL TORO: There's a couple of family members that were kind of like

skeptical with my acting. When the nomination happened, I don't know, I almost felt like I had gotten a diploma of something.

UNIDENTIFIED FEMALE: Benicio del Toro.

DEL TORO: Thank you. Thank you.

SISSY SPACEK, ACTRESS: The five nominees for best performance by an actor in a leading role are --

J. FONDA: My father had made some of the greatest movies, and he had never won. Didn't seem right. Or possible.

HENRY FONDA, ACTOR: You know what this is? The University of Pennsylvania finals 1921, second place.

J. FONDA: I was nominated for Best Supporting Actor. Dad was nominated for Best Actor. Katherine was nominated for Best Female Actor. I didn't win, and the two of them did.

UNIDENTIFIED MALE: The winner is Katharine Hepburn, "On Golden Pond."

SPACEK: Henry Fonda, "On Golden Pond."

(APPLAUSE)

J. FONDA: He was too sick to get his Oscar, so he asked me, if he did win, to get it for him.

Oh, Dad, I'm so happy and proud for you.

That was one of the happiest moments of my life. We all went over to his house and presented the Oscar to him, and his first words were, "I'm so happy for Kate."

PAUL NEWMAN, ACTOR: The nominees for Best Performance by an Actress in a leading role are --

CHER: Last night never happened and I'm going to marry him, and we're going to take this to the Oscars.

NICOLAS CAGE, ACTOR: I'm in love with you.

CHER: Snap out of it!

NEWMAN: Cher, "Moonstruck."

CHER: As he started doing that, I went deaf.

NEWMAN: Holly Hunter in "Broadcast News."

CHER: I was very frightened by Holly Hunter. I saw that movie. I thought, "Oh, my God, she's so great in it."

NEWMAN: Glenn Close in "Fatal Attraction." CHER: And then I thought, well, Glenn Close, too. It's dramatic, and she, you know, did everything but, you know -- she boiled a rabbit.

NEWMAN: The winner is --

CHER: And when he opened the envelope, he took a breath, and I thought, "I've lost, because it doesn't take a breath to say 'Cher'."

NEWMAN: The winner is Cher in "Moonstruck."

CHER: And when he said it, I was so -- my senses were so strange, and I had no idea that people stood up.

It was just crazy. I was -- I was really kind of not in my right mind. My senses were failing me.

When I was little, my mother said, "I want you to be something." And I guess this represents 23 or 24 years of my work, and I've never won anything before from my peers.

And I also would like to thank Meryl Louise Streep, who I feel so unbelievable that I did my first movie with her and now I was nominated with her. And I feel really thankful.

(END VIDEOTAPE)

(COMMERCIAL BREAK)

(BEGIN VIDEOTAPE)

UNIDENTIFIED FEMALE: For the Best Picture of the Year --

FRED ASTAIRE, ACTOR: For the best picture of 1961 --

UNIDENTIFIED MALE: For the Best Picture of the Year --

NICHOLSON: May I have the envelope, please?

UNIDENTIFIED FEMALE: The winner --

UNIDENTIFIED MALE: "On the Waterfront."

UNIDENTIFIED MALE: "From Here to Eternity."

UNIDENTIFIED FEMALE: "Around the World in 80 Days."

UNIDENTIFIED FEMALE: Isn't this beautiful?

UNIDENTIFIED MALE: Best Documentary Feature.

UNIDENTIFIED MALE: "Harlan County USA."

UNIDENTIFIED FEMALE: (INAUDIBLE)

UNIDENTIFIED MALE: "Violin (ph)."

UNIDENTIFIED FEMALE: "Ordinary People."

UNIDENTIFIED MALE: "Chicago"!

JULIA ROBERTS, ACTRESS: I love the world. I'm so happy. Thank you!

UNIDENTIFIED FEMALE: Thank you so, so much.

UNIDENTIFIED FEMALE: I can't believe it!

UNIDENTIFIED MALE: Wow, this is incredible!

CLINT EASTWOOD, ACTOR/DIRECTOR: This is pretty good.

UNIDENTIFIED MALE: "Amadeus."

STEVEN SPIELBERG, DIRECTOR: "Slumdog Millionaire."

UNIDENTIFIED MALE: For the Best Foreign Language Film --

UNIDENTIFIED MALE: "Fanny and Alexander."

MERYL STREEP, ACTRESS: "Rashomon."

UNIDENTIFIED MALE: "La Strada."

UNIDENTIFIED MALE: It was an amazing night. And I got home, it was probably 3:00 or 4:00 in the morning. I got up at 7:00, threw on a pair of jeans and a T-shirt, a pair of sneakers and went back to work.

And I'm sitting on this dusty, dark, old sound stage with stale coffee and bad donuts and I thought, "This is Hollywood. Last night wasn't Hollywood. Last night is what people outside the business think of as Hollywood. But that's the one night of the year that we all get dressed up and put on a show.

This, the sitting in this dusty old stage, doing the drudgery of filmmaking, is Hollywood. It's a lot of people working very hard at very unglamorous things for a long time with a tremendous risk of failure. And that's Hollywood."

DEL TORO: The glamour and all that is fun, but I just think about the work.

UNIDENTIFIED MALE: Where do you keep your Oscar?

DEL TORO: Right here.

HOPE: For the winners, there will be a giant victory celebration in the grand ballroom in the Hilton Hotel. The rest of us will gather in the knock side room in the PriceWaterhouse garage.

MIRREN: When I was waiting in London to get my luggage in the luggage room, someone recognized me and started applauding. And the words that went around the luggage hall, and the whole luggage hall, where everyone waiting for the luggage and the luggage handlers and all applauded me. So I got the Oscar out. That was lovely. UNIDENTIFIED MALE: Ain't that pretty?

CAROL CHANNING, ACTRESS: The nominations are -- do I get an envelope? Oh, thank you. The nominations are -- right there.

UNIDENTIFIED MALE: Some more of the nominees -- oh, wrong glasses. Sorry.

UNIDENTIFIED FEMALE: Story and screenplay by Eric -- Rohmer.

UNIDENTIFIED MALE: Rohmer.

UNIDENTIFIED FEMALE: Rohmer.

HOFFMAN: Go ahead.

STREISAND: The problem is, I forgot my glasses, but -- OK.

UNIDENTIFIED FEMALE: And the winner is --

UNIDENTIFIED MALE: Indiana, 8668.

EMMA THOMPSON, ACTRESS: Before I came, I went to visit Jane Austen's grave and went to the cathedral to pay my respects, you know, and tell her about the grosses.

GOLDBERG: Roberto, you getting my jokes, man? You understanding my jokes? You're not understanding not a thing I'm saying, are you? All right. You think I'm funny?

RON HOWARD, DIRECTOR: Before my mom passed away about 18 months ago, she predicted that this was going to happen for me on this film. She also made that prediction on every movie that I've directed since 1983.

SHIRLEY MACLAINE, ACTRESS: I have wondered for 26 years what this would feel like. Thank you so much for terminating the suspense.

(MUSIC)

STEVE MARTIN, COMEDIAN/ACTOR: I should tell you that, if you are a winner, and your speech goes on too long, first you'll see flashing lights, and then the band will start to play, and then you'll feel something stick in your neck. And I would suggest that you walk toward the light.

ROBERTS: Turn that clock off, it's making me nervous.

UNIDENTIFIED MALE: Twenty-nine seconds, 27 seconds. That's really intimidating.

UNIDENTIFIED MALE: Let's get out of here.

UNIDENTIFIED MALE: Yes, OK. Thank you. Thank you.

UNIDENTIFIED MALE: Ladies and gentlemen, there you've seen it, the World Series of the big leaguing of the entertainment world Hollywood movies.

UNIDENTIFIED MALE: Good night from Hollywood.

CRYSTAL: Good night, everybody.

UNIDENTIFIED MALE: Good night, ladies and gentlemen. And thank you very much.