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GOVERNORS BALL

As the ceremony came to a close, stars made a beeline upstairs for the Governors Ball, the traditional first post-Oscar stop. They noshed (save for Scarlett Johansson, who discovered, "the corset in this dress will keep me from eating anything") and mingled (Julia Roberts used her camera phone to snap photos with Gisele Bündchen), while the night's winners reflected on their new hardware. Marveled Hilary Swank: "All I know is it's in my hand right now, and I'm not taking it out!"

Unlike her first Oscar experince in 1985 as a nominee for The Color Purple, this time "I am very comfortable in my own skin," said Oprah Winfrey, who hit the Governors Ball with pals and caught up with Julia Roberts (in a Dolce & Gabbana dress and her own Cathy Waterman earrings). "And that is the best."

The Ball's 1,590 guests dined in a ballroom decorated in the warm tones of sienna, copper and brick.

Kate Winslet (with husband Sam Mendes) toasted wins for Finding Neverland and Eternal Sunshine.

"The moment you win, it's fun as hell," said Sideways' writer-director Alexander Payne (with wife Sandra Oh).

"Tonight was very satisfying," said double winner Clint Eastwood.

Despite his loss, "I'm having a fantastic time," said Clive Owen, who got Closer with costar Natalie Portman.

Chad Lowe reminded wife Hilary Swank "to breathe it in and enjoy the moment. It is like when you get married: You wish it could last all night."

Freeman said receiving a standing ovation was "kind of humbling."

Barbra Streisand (with husband James Brolin) talked shop with Eastwood.

One Big Happy: Eastwood celebrated with (from left) former girlfriend Frances Fisher, their daughter Francesca, 11, and his wife, Dina.

Sean Combs (with pal and former valet Farnsworth Bentley) plotted his partying: "I am going to Vanity Fair, then I'm having a party at Koi..."

What was going through Cate Blanchett's mind when her name was announced? "Not a lot. Just don't trip," said the actress, who kept her Oscar out till 2 a.m. at the Governors Ball and then the Vanity Fair bash.

After three months of mommyhood, "it is fun to dress up for a while," said Julia Roberts (with honoree Sidney Lumet).

THE DETAILS

THE FOOD
Why mess with a good thing? Returning to cater his 11th Governors Ball, chef Wolfgang Puck whipped up Kobe beef short ribs, Maine lobster and an antipasti platter (above) featuring truffled artichokes and Oscar-shaped smoked-salmon pizzas with caviar. He topped it off with a dessert made of a toasted almond-and-espresso-cream torte (top), appropriately titled, "The Oscar I Love." The feast required 1,000 Maine lobsters, 700 lbs. of Kobe beef, 18 lbs. of black truffles and 500 bottles of champagne.

THE FLOWERS
Talk about the sweet smell of success: Utilizing a whopping 10,000 orchids, florist Mark Held created cymbidium orchid centerpieces with green accents.

JAMIE FOXX

WHAT'D HE SAY?

Best Actor Foxx's first stop was the Governors Ball with daughter Corinne, 11. Someday, says Foxx, "she will be talking to her friends and say, 'Me and my dad one night had a great time.'" But for now? "She said, 'Dad, after this can we go to the big awards?' Which is the Nickelodeon Kids' Choice Awards."

Joining friends at his afterparty in the VIP room at the Vine Street Lounge, Foxx played the Baldwin piano that was used in Ray, singing "Georgia on My Mind" and joking, "Forgive me because I am not responsible for anything tonight." After 3 a.m. he celebrated with costar Kerry Washington at a private party.

VANITY FAIR PARTY

Perhaps disappointingly, everybody behaved, which is to say that Paris and Nicky Hilton didn't dance on the tables. Still, the evening's A-list had a rocking time at Vanity Fair's party at Mortons, where Hilary Swank held court until 2 a.m., Chris Rock squired his mom and Frenchman Olivier Martinez tried to chat up an amused Salma Hayek and Penélope Cruz in Spanish. One moment that did get tongues wagging: when Orlando Bloom sang in ex-girlfriend Kate Bosworth's ear.

Sophie Okonedo bonded with fellow nominee Laura Linney.

Beyoncé and boyfriend Jay-Z nestled in a corner booth in the back room of Mortons with music pals Usher, Mary J. Blige, Gwen Stefani and Gavin Rossdale.

New mom Gwyneth Paltrow (gabbing with Beyoncé) confessed that the evening's biggest challenge was "expressing milk while getting my hair blown out."

Why the casual gear? Tom Cruise (greeting his ex, Cruz) wasn't planning to attend till friends partying at Mortons called and asked him to come by.

Cruise roared up to the back door on his motorcycle.

After party-hopping with Al Pacino, Adrien Brody arrived at the Vanity Fair fete and chatted with Sidney Lumet's daughter Amy.

Undaunted by the poor reception her "purse cam" got at Donald Trump's wedding (bride Melania insisted that she deep-six the spy gear), Katie Couric was up to her old tricks with Antonio Banderas.

To handle the traffic flow of 1,000 guests, Mortons broke through the back wall and connected the dining room to a tent featuring a 64-ft.-long bar.

Usher (with Spike Lee) snagged last-minute Oscar tickets. "Unfortunately." he said, "I got some nosebleed [seats], but it was all right."

Jessica Simpson and Nick Lachey hung with pals Jamie-Lynn and AJ DiScala.

"I have my stylist and just listen to what she says." Kristin Davis (with Peter Gallagher and Adam Sandler) said of her vintage YSL gown. The next morning she flew to Hawaii to shoot The Shaggy Dog.

Selma Blair (with Kirsten Dunst) found the party "pretty overwhelming."

Reese Witherspoon (in an Azzedine Alaia dress) and husband Ryan Phillippe hit at least two parties.

"Everybody you can read about in every single gossip rag is in there!" said Destiny's Child's Kelly Rowland. The party was still going strong past 2:30 a.m.

THE DETAILS

THE WAY THE COOKIE CRUMBLED
Sure, the wine (240 bottles of red, 240 bottles of white) and the champagne (264 bottles) flowed. And the wild mushroom risotto and sticky toffee pudding looked tantalizing beside the steak and roast chicken. But the highlight of the Vanity Fair fare was--what else?--the vanity items. Hundreds of "cover cookies" (below) and 1,000 lollipops featured some of Hollywood's most famous faces.

ELTON JOHN'S PARTY

"It's really fun--not stuffy, " Eric McCormack said of the Elton John AIDS Foundation/Chopard Party, which Sir Elton hosts. The charity, said Brooke Shields, is "why I'm not sitting at home in sweatpants with my daughter watching [the Oscars], eating popcorn, filling out our ballots." For Aisha Tyler, "the topper is that he performs. " This year Elton got his more than 500 guests rocking during an hour-long set with the alt-rock band Scissor Sisters.

Sharon Osbourne put in a late appearance but made up for lost time with David LaChapelle, Pamela Anderson and Paris Hilton.

The pacific Design Center featured a mirrored ball measuring 6 ft. across.

After setting up Tara Reid with a Today staffer while on the red carpet, Al Roker cut a rug with Paula Abdul.

This year "I decided to go for a more rock and roll look," says Elton John (with Mandy Moore).

Felicity Huffman aimed to boogie all night with husband William H. Macy, "I love dancing with him, " she said.

ELIZABETH TAYLOR'S BIRTHDAY SURPRISE

Absent from the limelight for more than a year, Taylor chose her 73rd birthday—and Sir Elton's party, which raises funds to fight AIDS, a cause dear to Taylor's heart—to strut her stuff, even walking the red carpet after arriving with a wheelchair. When her host said he meant to send flowers, Taylor clucked, "I got plenty of flowers today. You'll have to send diamonds." Elton came prepared with Chopard jewelry.

It's tough to play second fiddle to Richard Burton (below, celebrating Taylor's 36th birthday), but Elton John gave a girl something to remember with this cake topped with diamond jewelry made of icing.

HILARY SWANK
MEAT & GREET

"I'm still in a state of shock," said the two-time Best Actress, who hit the Governors Ball with hubby Chad Lowe (left), chatting up Oprah and others before working the Vanity Fair do. As dawn approached, she took time to refuel at Astro Burger.

A partied-out Swank and her posse made a pilgrimage to Astro Burger on Santa Monica Boulevard in West Hollywood to cap the night. Autograph seekers and late-night regulars got an eyeful as the Best Actress, still in her sexy gown, devoured a burger with fries before heading back to her hotel at 5:30 a.m.