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Matthew

McCONAUGHEY

ON THE Mediterranean SEA

The seaworthy star-he ably took control of this vintage 1965 Riva Aquarama motorboat-arrived with two movies, Mud and The Paperboy. His Cannes high point? "There are 10 seconds at the end of the film when you are not sure if the 2,300 people in attendance are going to boo and throw tomatoes or stand and cheer," he said. "They stood and cheered."

Ben STILLER, Chris ROCK, Jada PINKETT SMITH & David SCHWIMMER

AT THE Intercontinental CARLTON CANNES

The cast of Madagascar 3: Europe's Most Wanted caffeinated while fans in clown wigs-a nod to the movie's circus plot-clamored outside. "Cannes is the perfect combination of a beautiful location and great movies," said Pinkett Smith.

Clive OWEN & Nicole KIDMAN

AT THE MOUTON CADET WINE BAR

Arriving at the shoot on the roof of the central Palais des Festivals, the pair hadn't seen each other since filming HBO's Hemingway & Gellhorn. "Clive! You look so different!" said a relaxed Kidman, who kicked off her stilettos. "That's what your director said," teased Owen, referring to Lee Daniels, who worked on Kidman's other Cannes debut, the racy thriller The Paperboy.

Julianna MARGULIES

AT THE HOTEL MARTINEZ

The Good Wife star savored her first time at the fest: "It feels like we're back in the '50s, when everything was glamorous and chic." The L'Oreal spokeswoman was eager to visit the Hotel du Cap. "I sent my parents to the du Cap for their 30th anniversary, yet I've never stayed there!"

Heidi KLUM

AT THE HOTEL du CAP-EDEN-ROC

The star (nibbling fries with the kitchen staff) made a quick trip for jeweler de Grisogono's party: "I was like, 'Kids, I'll be back Friday!'"

Ed WESTWICK & Douglas BOOTH

AT THE Z PLAGE at the Hotel Martinez

The stars of a new film version of Romeo and Juliet drew adoring screams. "You can feel the history," said Booth. Westwick summed up the wild weather: "Rain, then sun, rain, then sun."

Naomi WATTS

AT THE JW MARRIOTT CANNES

No jet lag for the actress, who hopped over from London and headed to a Gucci party. "It's been a whirlwind, as it always is," she said. "Everything happens in 10 minutes in Cannes-even the sleep."

Sam RILEY, Kristen STEWART & Garrett HEDLUND

AT THE FIVE HOTEL & SPA

The sexy young stars of On the Road—who paused by Notre-Dame de Bon Voyage church, outside their hotel-sparked a sensation at the festival. "I love pushing. I love scaring myself," Stewart said of her topless scene in the long-awaited adaptation of Jack Kerouac's 1957 classic. "I've always wanted to get as close to an experience as I could." After hours the actress squeezed in some romance: She was spotted sharing a rare public kiss with boyfriend Robert Pattinson as they took in the Riviera.

Paz VEGA

AT NIKKI BEACH

The L'Oreal ambassador posed for a photo inspired by a classic picture of Cannes favorite Grace Kelly-and happily shared the spotlight alongside another film icon. "A very special moment was when I walked the red carpet for Madagascar 3 with Jane Fonda," said the Spanish actress, who voices a horse in the film. "I admire her very much. She is one of the most incredible women I have ever met."

Scoot McNAIRY, Andrew DOMINIK, Ben MENDELSOHN, Ray LIOTTA & Brad PITT

AT THE HOTEL DU CAP-EDEN-ROC

With his thriller Killing Them Softly winning raves, Pitt was almost giddy. "Let's focus on Ben's blue shoes," he ribbed costar Mendelsohn. When director Dominik leaned around an umbrella, Pitt teased: "Sexy!" Said Dominik: "It's very Antonio [Banderas]."