"I knew that it would be a little chilly out today," said Swank outside the Kodak Theatre in Hollywood. She added: "I thought it was really beautiful."

"She looked very '40s glamour — old-time Hollywood," said her makeup artist, Scott Andrew, who noted that he kept her look simple with mauve eye shadow, dark plum eyeliner and lots of mascara.

Oprah Winfrey also drew attention in a gold hand-embroidered off-the-shoulder gown with a tiered skirt by Vera Wang. She wore her hair in loose curls, as did Gisele Bundchen, who walked the red carpet in a white strapless gown with gold embroidery and an empire waist. She was accompanied by boyfriend Leonardo DiCaprio.

Gwyneth Paltrow, in a nude silk and cotton voile corset dress by friend Stella McCartney, was one of the many stars who chose a natural, soft look.

Laura Linney had a bit of a funky edge. Her taupe strapless gown by J. Mendel had diagonal exposed seams, a frayed edge at the top and tiers of frayed fabric at the hem — and she wore it with a rope of pearls, holding a disc, knotted at her neck.

Best-actor nominee Johnny Depp wore a blue tuxedo. Associated Press photos

Renee Zellweger again looked to designer Carolina Herrera. She wore a raspberry strapless gown with ivory tulle trim.

Versace dressed Virginia Madsen in a blue strapless corset gown with a black chiffon overlay and Halle Berry in an iridescent taupe silk chiffon one-shoulder gown with embroidered skirt.

Blue and yellow were both popular colors. Kate Winslet wore a periwinkle blue gown by Badgley Mischka with a beaded inset down the bodice and Neil Lane diamonds added to the sheer straps.

Johnny Depp showed up in a blue tuxedo with black lapels. Some male stars, including Spike Lee, wore white tuxedos with black shirts and ties.