After failing to win Oscars for best director, actress and screenplay, Chicago still managed to dance off with this year's Academy Award for Best Picture.

With 13 nominations ahead of Sunday's awards, Chicago seemed poised to become the year's runaway success. But its rhythm faltered when The Pianist beat it in both the adapted screenplay and directing categories.

"This has been a very long trip," said Marty Richards, the musical's producer as he claimed Hollywood's most coveted prize.

Aside from Best Picture, Chicago took in five other awards -- including best costume design and art direction -- but its star, Renee Zellweger and supporting players John C. Reilly and Queen Latifah were all shut out.

Earlier, a tearful but dignified Nicole Kidman took the Oscar for Best Actress for her portrayal of Virginia Woolf -- prosthetic nose and all -- in the weepy drama The Hours.

"I have such gratitude and appreciation for this," said Kidman. "I am just thrilled to be standing here tonight."

As she claimed her award, the tears flowed (unlike the nose, these didn't appear to be fake) though Kidman said previous Best Actor winner and fellow Australian Russell Crowe had warned her not to cry.

The award is Kidman's first-ever Oscar -- the culmination of back-to-back Academy nods. Last year she was nominated in the best acting category for Moulin Rouge, but lost out to Halle Berry.

"My whole life I've wanted to make my mother proud and now I want to make my daughter proud," Kidman said.

She added that attending the Oscars at a time "when the world is in such turmoil" is vital because "art is important and because you believe in what you do and you want to honour that.

"This was a tradition that needs to be upheld."

Surprise wins for The Pianist

Despite Kidman's golden moment, the Oscar upset of the night came when Adrien Brody -- a relative newcomer -- won the Best Actor award for his portrayal of a Jewish pianist fleeing the Nazis during the Holocaust.

Taking the stage, a very surprised Brody said he almost didn't recognize his name when it was announced that he had won for his role in The Pianist.

"There comes a time in life when everything seems to make sense," Brody said. "This is not one of those times.

"It doesn't come out in slow motion, but it doesn't really ring a bell," Brody said. "I haven't written a speech because every time I've written one of those, I've lost."

The 29-year-old Brody, who learned to play the piano and lost 30 pounds for the role, beat out Oscar veterans such as Daniel Day-Lewis and Jack Nicholson, who had widely been considered the front-runners in the category.

Crying, Brody said his experience filming the harrowing war-time drama, "has made me very aware of the sadness and the dehumanization in times of war.

"And whomever you believe in whether it's God or Allah -- may he watch over you. Let's pray for a peaceful and swift resolution," Brody said to massive applause from the audience.

The Pianist's Roman Polanski was also a surprise winner in the directing category. The controversial director hasn't set foot in the U.S. since 1977 when he fled a statutory rape conviction, and many believed the Academy wouldn't bestow an Oscar upon him in absentia.

But when Polanski's name was read, many attendees -- including Martin Scorsese, who was also up for Best Director -- rose to their feet and applauded. Others -- including the star of Polanski's Chinatown, Jack Nicholson -- remained seated.

"The Academy congratulates Roman Polanski and accepts the award on his behalf," said presenter Harrison Ford. 

Zeta-Jones, Cooper win

Chicago's only big win outside of Best Picture came in the Best Supporting Actress category, as Catherine Zeta-Jones beat out her musical co-star, Queen Latifah, and Meryl Streep.

"To be nominated with such amazing women, in such an amazing year for women -- thank you very much," said the Welsh beauty and first-time Academy Award winner. Julianne Moore -- who was also up for Best Actress -- and Kathy Bates were also nominated.

"My hormones are way too out of control to be dealing with this," added the elated and very pregnant Zeta-Jones. She and husband Michael Douglas are expecting their second child in about a week.

Chris Cooper wished for peace as he claimed the Academy Award for Best Supporting Actor for his portrayal of an eccentric orchid hunter in Adaptation.

"In light of all the troubles in the world, I wish us all peace," said Cooper, grasping his gold statuette -- the actor's first.

The tearful Cooper called the part "the most enjoyable role I ever had," and said working alongside "the fabulous, beautiful, wonderful Meryl Streep ... was like making great jazz."

Oscar winner Moore denounces war

Michael Moore was a little more outspoken in his anti-war convictions when he claimed his Oscar for best documentary feature earlier in the night.

Taking the stage after his Bowling for Columbine was announced the winner in the Best Documentary Feature category, Moore said: "We live in a time where we have a man sending us to war for fictitious reasons. Whether it's the fiction of duct tape or the fictitious orange alerts, we are against this war Mr. Bush."

Ahead of Sunday's broadcast, Oscar organizers had warned presenters not to alter their scripts, but winners were given free reign during their 45 seconds.

Taking his advantage of a win in a "non-fiction" category, Moore denounced "fictitious election results that elect a fictitious president." And as the strains of the orchestra cued him to leave the stage, Moore added: "Any time you have the Pope and the Dixie Chicks against you, your time is up."

After he left the stage, host Steve Martin joked: "The teamsters are now helping Michael Moore into the trunk of his limo."

Later, presenter Susan Sarandon, who was once banned from taking the Oscar stage over her controversial political stances, gave only a two-fingered peace sign as she took the stage. The actress had said there would be no need to vocalize her anti-war views during the broadcast because they are already so well known.

"No losers"

When the show got underway earlier in the evening, no one -- whether it was France and Germany or Oscar's producers -- was spared from host Martin's dry wit.

"Everybody has been so supportive of my hosting the Oscars -- except France and Germany," Martin said, opening a monologue full of jibes.

Among the gems: "Remember there are no losers here tonight, but we're about to change all that."

And: "Writers, directors, actors. We're stuck here tonight and if we run out of food, that's the order of how we eat."

The show went ahead in spite of the war in Iraq, but it was a relatively toned-down affair in comparison to glitz and glamour of Hollywood's traditional big night. The red carpet pre-show was cancelled, and some celebrities -- Cate Blanchett, Tom Hanks and Angelina Jolie among them -- were not in attendance.

Still, with Hollywood's A-list shined, polished and decked out in tuxedos and ball gowns, Martin quipped: "I'm glad they cut back on all the glitz. You probably noticed there was no red carpet tonight. That'll send them a message."

To celebrate Oscar's 75th year, the show kicked off with a montage of winners from decades past -- classics like All About Eve, A Man for all Seasons, and The Sound of Music. Part of Martin's opener included a tribute to that first Oscar broadcast. "All the big stars were there," he said. "And of course, Joan Rivers was outside."

One highlight of a night already rife with nostalgia was the presentation of a lifetime achievement award to Peter O'Toole, who had received seven nominations but no Oscars over the span of his career.

"Always a bridesmaid, never a bride, my foot," said the actor as he took the stage. "I have my very own Oscar now, to be with me until death do us part."

The 70-year-old actor, who starred in such diverse works as Lawrence of Arabia and My Favourite Year, made his film debut in 1959.

"I wish the Academy to know that I am as delighted as I am honoured -- and I am honoured," said O'Toole.

Other Academy Award winners included:

Animated feature film: Spirited Away
Visual Effects: The Lord of the Rings: The Two Towers
Art direction: Chicago
Animated short film: The Chubbchubbs!
Live action short film: This Charming Man
Costume design: Chicago
Makeup: Frida
Original score: Frida
Foreign language film: Nowhere in Africa (Germany)
Sound: Chicago
Sound editing: The Lord of the Rings: The Two Towers
Documentary short film: Twin Towers
Cinematography: Road to Perdition
Song: "Lose Yourself" from 8 Mile
Film editing: Chicago
Adapted screenplay: The Pianist
Original Screenplay: Talk to Her