From PEOPLE Magazine Click to enlarge
Leave the enchanted pumpkins to the fairy-tale princesses. On historic Oscar night, real-life Cinderella Halle Berry had her own fairy godfather; jeweler Harry Winston, who provided the actress's sparkling orange "pumpkin diamond" ring worth $3 million. Spellbinding in a peek-a-boo embroidered gown by couturier Elie Saab, Berry confessed to experiencing Amazon-size butterflies prior to the awards show. "It's the most nerve-racking thing," she said, hanging onto her prince, husband Eric Benét. "If I let loose now, I'll be flat on this carpet. I'm very nervous. But I'm trying very hard not to be."

She needn't have worried. Even as the clock struck 12 on the Last Coast—and then 12:53, when the longest Oscar ceremony on record (a whopping four hours and 23 minutes) finally wrapped up—Berry remained the undisputed belle of the ball. Sobbing, shaking and seizing her historic Best Actress Oscar—the first ever awarded to an African-American actress—the Monster's Ball star provided the emotional high point of an otherwise subdued 74th Annual Academy Awards. "I thought I wasn't gonna make it up the steps," said a still-reeling Berry, 35, who dedicated her victory to "every nameless, faceless woman of color that now has a chance because this door tonight has been opened." Upon taking the stage, "I thought, 'God, just don't let me embarrass my mother!' "

Plenty of moms had reason to be proud at the March 24 ceremony, hosted by a relatively restrained Whoopi Goldberg at the brand-new Kodak Theatre in downtown Hollywood. If the show sometimes lacked spontaneity—several winners, including Jennifer Connelly (A Beautiful Mind), read directly from prepared speeches—it was still one for the history books, thanks to ground-breaking wins by Berry and Best Actor Denzel Washington. "Am I excited?" asked honorary Oscar recipient Sidney Poitier, previously the only African-American to win a Best Actor award (in 1963 for Lilies of the Field). "What an understatement! I am thrilled."

Ditto for Washington, 47—even if he appeared far more sanguine than Berry. "I was very calm all day today," said the Armani-attired Training Day star, who won an '89 Best Supporting Actor trophy for Glory. "I've been to the dance a few times, and I knew it was out of my hands."

First-timers, however, admitted to feeling a bit overwhelmed. "It's a little crazy here, I've got to say," noted Gucci-garbed Aussie hunk Hugh Jackman, who came with wife Deborra-lee Furness but left their own Oscar—the couple's 22-month-old toddler—at home in London with relatives.

Fellow Aussie Nicole Kidman, who arrived with sister Antonia, also left her children (Isabella, 9, and Connor, 7, from her nearly 10-year marriage to Tom Cruise) at home with friends and family, though not before helping Isabella choose a frock for an Oscar-viewing party. "I took my daughter shopping on Friday to get her a dress," said Kidman who dazzled in a $4-million, 241-carat raw-diamond Bulgari necklace that she helped design. As for her own pale-pink Chanel couture gown, "I wanted something that was light and airy," she said. "I didn't want to wear black again."

Apparently not everyone agreed. Like the ceremony itself, the red-carpet styles seemed tempered—with the exception of Jennifer Lopez's bloated hair—with nary a swan dress (where's Björk when you need her?) in sight. Appearing in basic black: last year's Best Actress Julia Roberts (in a cut-out jersey Armani gown), Reese Witherspoon (in lacy, beaded Valentino) and Sandra Bullock (also in Valentino). Her tulle, off-the-shoulder gown "pushes where it needs to push, lifts where it needs to lift, splays where it needs to compensate," said Bullock, who came with copresenter Hugh Grant, her costar in the upcoming film Two Weeks Notice. Actress Naomi Watts, who indulged in a lymphatic-drainage facial and a "pep talk" with best friend Nicole Kidman man prior to the ceremony, praised her black Gucci as "sophisticated in sort of a punk-rock way," while last year's Best Supporting Actress, Marcia Gay Harden, called her noir Oscar de la Renta ballgown "classic but whimsical. I love how it sparkles—it has an African inspiration to it," she said. "My husband [Thaddaeus Scheel, a filmmaker] helped me pick it out. He's the final and most important vote."

When it came to choosing her vintage gold-and-white Lanvin-Castillo ballgown, Jada Pinkett Smith cut husband Will Smith out of the decision-making process and followed her gut instead. "I wanted something that was old Hollywood, old glamour," said the actress. Not that the couple didn't coordinate: Best Actor nominee Smith (Ali) sported an Oswald Boateng suit with a gold tie and shirt designed to complement his wife's ensemble. (The Smiths bolted from the ceremony before the Best Actor prize was announced when they learned that their year-old daughter Willow was running a 103° fever, according to their reps. After an emergency-room visit, where she was diagnosed with an ear infection, Willow returned home with her parents and is expected to be fine.)

With most of the stars playing it safe, those who did take sartorial risks—including Gwyneth Paltrow, in sheer black Alexander McQueen, Jennifer Connelly wearing a putty-colored gown with a shredded skirt by Balenciaga designer Nicolas Ghesquiere and Cameron Diaz in a floral-print Ungaro Couture—were roundly criticized as fashion flops. Not that Diaz minded. "I wanted to wear something I felt casual and myself in," she said. "I feel like I just got out of bed and threw it on."

Others confessed to more extensive primping. "We pampered ourselves all day," said Trudie Styler, who was wearing Jean Paul Gaultier. She came with husband Sting (himself wearing Calvin Klein and nominated for Best Song for "Until"), daughter Mickey, 18, and stepdaughter Kate, 19. "We had our manicures and pedicures done. We were treated like princesses!"

Opting out of the royal treatment: perennially rumpled director Woody Allen, who made his first-ever appearance at the Oscars to present a film-montage tribute to his beloved hometown of New York City. "It took me three minutes [to get ready]," he said. "I shaved in New York. I got into the shower, I got out." Still, the Brooks Brothers-clad comedian did concede one nod to vanity: "I have makeup on. I can't kid you."

Most of the men in attendance followed the women's lead in sporting unadventurous classics. Scruffy Lord of the Rings director Peter Jackson offered his thanks to designer Donatella Versace ("She had a hell of a job trying to make me look good, and she managed to pull it off"), while Samuel L. Jackson praised his custom-designed Armani tux. "It's a nice subtle brocade so I don't look like everyone else," he offered. Also donning Armani: Russell Crowe in a knee-length black wool-crepe tux, Mel Gibson in a three-button classic and Sidney Poitier in a one-button version. Showing a little shimmer: Best Song winner Randy Newman, in a glittery black Brioni tux, who, after 16 nominations, finally struck gold for "If I Didn't Have You" from Monsters, Inc. Newman received a standing ovation and, clearly relishing his moment, laughed as he told the audience, "I don't want your pity." Gucci-wearing Elijah Wood, meanwhile, admitted that he was having a hard time relaxing. "I smoked a couple of cigarettes to chill out," he said before the show. "It's just mad! I don't know how anyone can keep their head straight with everything coming at all angles."

Golden girl Halle Berry was certainly having trouble keeping her head out of the clouds. "She doesn't know where she is," teased Washington. "She's gone—she's out there." Berry herself admitted as much. "It's a great night," she said. "I never thought it would be possible in my lifetime." And although her pumpkin-diamond ring wasn't hers to keep, her Cinderella spell seemed to have rubbed off on husband Benét. Pointing to his loaned 4-carat diamond-stud earrings, designed by jewelers 2 Awesome International and worth $82,000, Benét joyfully declared, "Hopefully they'll be mine tomorrow. I hope so, because I ain't giving them back!"