1. Top 10: Jennifer Hudson
After losing 80 pounds with the help of Weight Watchers
, Oscar®-winning actress Jennifer Hudson accentuates her figure in a form-fitting Atelier Versace tangerine gown and accessorizes with Neil Lane diamonds. "Jennifer Hudson's dress really stood out. She took that classic wow, powerful red and gave it a little bit of a twist and did the tangerine. She made it stand out and made it memorable."
2. Top 10: Hailee Steinfeld
The 14-year-old star of True Grit wears a blush Marchesa tea-length gown with crystal embroidery, topped off with a simple headband and soft updo. "Hailee Steinfeild had a very retro inspired dress, but it didn't look like a piece of vintage couture. It still had a newness about it and a modernity that made it fesh and clean and pretty. It was so age appropriate for a young lady. That's exactly what she is. She's a princess, a movie star, and she looked like that. She didn't look like she was trying to be 18 or 21, and she didn't look like a 12-year-old either."
3. Top 10: Mila Kunis
Carson says Mila's lavender Elie Saab Haute Couture gown was one of the night's "bold, standout" dresses. "Really interesting lace detail...this is a tricky one to wear."
4. Top 10: Gwyneth Paltrow
, one the night's musical performers, shines in a '60s-inspired, metallic Calvin Klein Collection gown. Louis Vuitton earrings, ring and brooch complete the memorable look. "Gwyneth Paltrow looks so modern and so cool. She's sexy and different and stands out from everybody else."
5. Top 10: Hilary Swank
This Oscar® winner for Million Dollar Baby
stuns in a strapless, silver-sequined Gucci Premiére gown that ends in a feathered train. "It's not the most risky dress. It was just drop-dead gorgeous. I love the feather treatment at the bottom. When she walks out as a presenter, she'll float and be ethereal and sparkly and totally has that 1930s classic Hollywood glamour about it. That dress says 'movie star' to me, and that's what you should be wearing to the Oscars. It works for her too. She looks like Greta Garbo or someone from that era."
6. Top 10: Halle Berry
exudes elegance in a nude Marchesa gown embellished with crystals and a ruffled train. "I like the frothiness of the toole aplique. I like the champagne color. It kept all the focus on her because she's such a gorgeous woman. She doesn't feel like she needs to put extensions in or put a big giant haripiece in. She rocks the short hair and looks really beautiful."
7. Top 10: Mandy Moore
This singer and actress embraces old Hollywood glam in a nude Monique Lhuillier gown with crystal accents and Jimmy Choo sandals. "She looks gorgeous. She also did that matte red, almost coral-orange lip. That's a big makeup trend—those orangey tones in lipsticks instead of those true 1940s vixen red."
8. Top 10: Nicole Kidman
, one of the night's Best Actress nominees, makes a statement in a strapless, white Dior Haute Couture gown, a diamond Fred Leighton choker and red pumps. "I loved everything. This white actually worked. It was a silvery white which worked with the silvery applique. It had a little more of a early 1950s feel. Marilyn Monroe or even Liz Taylor could have rocked this look. Her husband is a pretty great accessory too. I didn't love the necklace. I loved the husband, not the necklace. She had some really fantastic red shoes on. She was even rocking the red trend."
9. Top 10: Cate Blanchett
, an actress known as a fashion risk-taker, walks the red carpet in a lilac Givenchy Haute Couture gown with yellow beaded accents and Van Cleef & Arpels jewelry. "It's delicious. It's like a confection. I want to eat it. I love that it was pale lavendar. It had a very late '50s/early '60s sensibility. It didn't look like any other dress of the night. I love the circular bodice."
10. Top 10: Helen Mirren
This British beauty
and Oscar® winner wears a gunmetal gray silk gown by Vivienne Westwood. "It looks Oscar appropriate. It's a simple silk fabric, and it looks so elegant. It's not embellished, yet it has that feeling of being dressy enough for an Oscar gown."
11. Best Dressed Man: Colin Firth
Colin, the Best Actor Oscar® winner, looks dashing in a classic black tuxedo. His wife, Livia, shows her support for eco-friendly designs in a Gary Harvey gown, which is made from 11 recycled dresses. "Colin Firth looked like the quintessential English gentleman. He's not trying anything like a plaid jacket or a white tie. It just looked classic in that Carey Grant kind of way."
12. Anne Hathaway
The youngest Oscar® co-host in history celebrates fashion history in an archival Valentino Haute Couture gown with a floral appliqué train.
13. Natalie Portman
The Best Actress winner dresses up her baby bump in a violet Rodarte gown, which is accented with Swarovski crystal beading.
14. Robert Downey Jr.
Unlike most men-in-black, Robert (pictured with his wife Susan) is a red carpet rebel in his dark-blue suit with velvet trim and white silk tie.
15. Jennifer Lawrence
This Best Actress nominee keeps it simple in a red Calvin Klein Collection gown, Chopard earrings and Jimmy Choo sandals.
16. Penelope Cruz & Javier Bardem
One month after giving birth, Penelope wears a statement-making L'Wren Scott gown with sequined flame accents and platform heels. Her husband Javier, a Best Actor nominee and new father, completes a classic look with a vest.
17. Annette Bening
Hollywood's classic leading lady
, a star of The Kids Are All Right
, shines in a Naeem Khan gown.
18. Melissa Leo
The Best Supporting Actress winner
wears a white Marc Bouwer gown with metallic accents.
19. Amy Adams
Amy's purple L'Wren Scott cap-sleeved gown is accessorized with more than $1 million worth of Cartier jewels.
20. Scarlett Johansson
Embracing the night's lace trend, Scarlett dons a burgundy, backless Dolce & Gabbana dress.
21. Michelle Williams
Michelle stands out in a white, short-sleeved Chanel Haute Couture gown.
22. Reese Witherspoon
This Oscar® winner
and mother of two goes retro in a black-and-white Giorgio Armani Privé gown.