The boxing tale "Million Dollar Baby," Eastwood's raw mix of soaring sentiment and harsh fate, was the heavyweight at Sunday's Oscars, winning best picture and three other awards: the directing prize for Eastwood and acting honors for Hilary Swank and Morgan Freeman.

Swank became a double Oscar winner, having previously won as best actress for "Boys Don't Cry."

The other acting awards went to performers in real-life roles, Jamie Foxx for lead actor for his uncanny emulation of Ray Charles in "Ray" and Cate Blanchett for supporting actress as Katharine Hepburn, the love of Howard Hughes' life, in "The Aviator."

Eastwood, who at 74 became the oldest directing winner ever, noted his mother was with him when his western "Unforgiven" won the 1992 best-picture and directing Oscars.

"She's here with me again tonight, so at 96, I'm thanking her for her genes," Eastwood said. "I figure I'm just a kid. I've got a lot of stuff to do yet."

The 77th Oscars were another heartbreak for Martin Scorsese, whose Howard Hughes epic "The Aviator" won the most awards with five but failed to bring him the directing Oscar that has eluded him throughout a distinguished career. A five-time loser, Scorsese has matched the record of Oscar futility held by a handful of legendary filmmakers such as Alfred Hitchcock and Robert Altman.

Eastwood has joined the ranks of Billy Wilder, David Lean, Robert Wise and Steven Spielberg as filmmakers who have won two or more directing Oscars.

Eastwood has entered a late-career zenith, delivering complex character studies two years in a row that rank toward the top of his long acting and directing resumé, which includes the "Dirty Harry" series and such spaghetti westerns as "The Good, the Bad and the Ugly."

A last-minute addition to the Oscar race, "Million Dollar Baby" did not even begin shooting until June and had been scheduled for release in 2005 until distributor Warner Bros. looked at an early cut and scrambled to release it in December.

It was the second straight year an Eastwood film won two of the four acting Oscars, with Swank named best actress as a tenacious fighter who rises to champion status before her life takes a cruel twist, and Freeman picked for supporting actor as an ex-boxer with wisdom.

Swank once again beat out main rival Annette Bening, nominated for the theater farce "Being Julia." Bening had been seen as the front-runner for "American Beauty" five years ago but lost to underdog Swank.

"I don't know what I did in this life to deserve all this. I'm just a girl from a trailer park who had a dream," said Swank.

Swank joined Vivien Leigh, Helen Hayes, Sally Field and Luise Rainer as the only actresses with a perfect track record at the Oscars: Two nominations and two wins.

Foxx was a double Oscar contender, also nominated in the supporting category for the hit-man thriller "Collateral."

Playing Hepburn in "The Aviator," Blanchett had the spirit of the Oscars' most-honored actress on her side. Hepburn, the love of Hughes' life in the 1930s before she began her long romance with Spencer Tracy, earned 12 nominations and won a record four Oscars.

Oscar host Chris Rock joked that Blanchett was so convincing that Sidney Poitier, Hepburn's co-star in "Guess Who's Coming to Dinner," showed up at Blanchett's house for supper.

The superhero action comedy "The Incredibles" won the animated-feature prize, beating 2004's biggest box-office hit, the fairy-tale sequel "Shrek 2." It was the second straight animated Oscar for Pixar Animation, which won last year for "Finding Nemo."

Oscar organizers had worried that TV ratings could dwindle for the live ABC broadcast. The Oscars tend to draw their biggest audiences when blockbusters such as "Titanic" are in the mix, stoking viewer interest.

Producers hoped the presence of first-time host Rock might boost ratings, particularly among younger viewers who may view the Oscars as too staid an affair.