BEVERLY HILLS, Calif. (AP) — The romantic fantasy “The Curious Case of Benjamin Button” led Academy Awards contenders Thursday with 13 nominations, among them best picture and acting honors for Brad Pitt and Taraji P. Henson, and a directing slot for David Fincher.

Other best-picture nominees are “Frost/Nixon,” ”Milk,” ”The Reader” and “Slumdog Millionaire.”

As expected, Heath Ledger had a supporting-actor nomination for “The Dark Knight” on the one-year anniversary of his death from an accidental overdose of prescription drugs. But the Batman blockbuster was shut out from other top categories such as best picture and director.

“Slumdog Millionaire” lived up to its rags-to-riches theme, coming in second with 10 nominations, including a directing spot for Danny Boyle and two of the three song slots.

Real-life couple Pitt and Angelina Jolie both will be going to the Oscars as nominees. Jolie had a best-actress nomination for the missing-child drama “Changeling.”

The acting categories were loaded with surprises. Kate Winslet won two Golden Globes, best dramatic actress for “Revolutionary Road” and supporting actress for “The Reader.” But she was nominated for lead actress at the Oscars for “The Reader” and shut out for “Revolutionary Road.”

Actors considered longshots also sneaked in, among them lead-actor nominee Richard Jenkins for “The Visitor,” best-actress contender Melissa Leo for “Frozen River” and supporting-actor pick Michael Shannon for “Revolutionary Road.”

Winslet reunited with “Titanic” co-star Leonardo DiCaprio for “Revolutionary Road,” but he also was shut out for a nomination on that film.

Other best-actress nominees were Anne Hathaway for “Rachel Getting Married” and Meryl Streep for “Doubt.” It was a record 15th nomination for Streep, who already had more Oscar nominations than any other actor.

Joining Pitt and Jenkins in the best-actor category were Frank Langella, “Frost/Nixon”; Sean Penn, “Milk”; and Mickey Rourke, “The Wrestler.”

Other acting snubs included Clint Eastwood for “Gran Torino,” Sally Hawkins for “Happy-Go-Lucky” and Kristin Scott Thomas for “I’ve Loved You So Long.”

But perhaps the biggest surprise overall was the so-so results for “The Dark Knight,” which had been picking up momentum as one Hollywood trade guild after another picked it as one of the year’s best films.

The largest blockbuster in years, “The Dark Knight” had eight nominations, but other than Ledger’s honor, it scored only in technical categories such as cinematography, visual effects and editing.

Before his death, Ledger’s reinvention of the Joker as a mad-dog anarchist already was bringing him Oscar buzz. After Ledger died on Oscar nominations day a year ago, an almost mythical aura grew around the actor, helping to fuel a record $158.4 million opening weekend for “The Dark Knight” last summer.

Long viewed as the favorite, Ledger won the supporting-actor prize at the Golden Globes. If the same happens on Oscar night, Ledger would be only the second performer to receive an Oscar posthumously, following Peter Finch, the best-actor winner for 1976’s “Network.”

Ledger is the seventh actor to earn a posthumous nomination. Along with Finch, others include James Dean, nominated for best actor twice after his death, with 1955’s “East of Eden” and 1956’s “Giant.”

The other actors nominated after their deaths were Spencer Tracy (1967’s “Guess Who’s Coming to Dinner”); Ralph Richardson (1984’s “Greystoke: The Legend of Tarzan, Lord of the Apes”); Massimo Troisi (1995’s “The Postman”); and Jeanne Eagels (1929’s “The Letter”).

Directors of all five best-picture nominees all were nominated. Along with Boyle and Fincher, the directing category includes Ron Howard for “Frost/Nixon,” Gus Van Sant for “Milk” and Stephen Daldry for “The Reader.”

Featuring a cast of unknowns, “Slumdog Millionaire” mixes the humorous and the horrific in a love story about an orphan from the streets of Mumbai who becomes a champion on India’s version of “Who Wants to Be a Millionaire.”

The film’s newcomer cast was shut out in acting categories, but its 10 nominations included slots for screenplay, cinematography and musical score.

“Slumdog Millionaire” nearly became a casualty of 2008’s collapse of studio arthouse divisions. Warner Independent had been set to release the film, which went into limbo after Warner Bros. shut down the specialty banner. The film faced the prospect of going straight to DVD until 20th Century Fox division Fox Searchlight stepped in to release it theatrically.

So far playing in relatively narrow release, “Slumdog Millionaire” has climbed to nearly $45 million at the domestic box office, with plenty of shelf life left to make good on its modest $14 million production budget.

The film dominated the Golden Globes, sweeping all four of its categories, including best drama and director.

Like “Slumdog Millionaire,” ”The Wrestler” presents an on-screen drama whose theme parallels the comeback story of Rourke. Playing a former wrestling star with one last shot at glory, Rourke returns to the promise of his early career, before his bad-boy behavior made him virtually unemployable in Hollywood.

“The Wrestler” earned Rourke the Golden Globe for dramatic actor. The film also won a Globe for the title song by Oscar winner Bruce Springsteen. But Springsteen missed out on a song nomination for “The Wrestler.”

Along with the two tunes from “Slumdog Millionaire,” the third song nominated was one co-written by Peter Gabriel for the animated blockbuster “WALL-E.”

The robot romance “WALL-E” is the latest Pixar Animation blockbuster coming in as the favorite for the animated-feature Oscar. “WALL-E” is up against the martial-arts comedy “Kung Fu Panda” and the dog tale “Bolt.”

A win for the critically adored “WALL-E” would be the fourth feature-length animation Oscar for Pixar, giving the outfit behind “Ratatouille,” ”Finding Nemo” and “The Incredibles” half of the eight trophies since the category was added in 2001.

Oscar nominees are chosen in most categories by specific branches of the Academy of Motion Picture Arts and Sciences, such as actors, directors and writers. The academy’s full membership of about 6,000 was eligible to vote for best-picture nominations and can cast ballots for the winners in all categories at the Oscar ceremony itself.

The 81st Oscars will be presented Feb. 22 in a ceremony airing on ABC from Hollywood’s Kodak Theatre.

This year’s Oscars already present a departure from previous shows. Rather than a comedian, such as past hosts Billy Crystal, Chris Rock or Jon Stewart, the emcee this time is Hugh Jackman, star of the “X-Men” flicks and a Tony Award winner for best actor in a musical.

Rock, the Oscar host four years ago, has some advice for Jackman about handling the crowd of nominees, most of whom go home empty-handed.

“I’ll tell him what Billy told me. An hour and a half into the show, most of the audience has lost, so you have to take that into account as you go on with the show,” Rock said this week at the Sundance Film Festival. “But I’m sure he’ll be great, singing and dancing and doing his thing.”

Complete list of 81st annual Academy Award nominations announced Thursday:

1. Best Picture: “The Curious Case of Benjamin Button,” ”Frost/Nixon,” ”Milk,” ”The Reader,” ”Slumdog Millionaire.”

2. Actor: Richard Jenkins, “The Visitor”; Frank Langella, “Frost/Nixon”; Sean Penn, “Milk”; Brad Pitt, “The Curious Case of Benjamin Button”; Mickey Rourke, “The Wrestler.”

3. Actress: Anne Hathaway, “Rachel Getting Married”; Angelina Jolie, “Changeling”; Melissa Leo, “Frozen River”; Meryl Streep, “Doubt”; Kate Winslet, “The Reader.”

4. Supporting Actor: Josh Brolin, “Milk”; Robert Downey Jr., “Tropic Thunder”; Philip Seymour Hoffman, “Doubt”; Heath Ledger, “The Dark Knight”; Michael Shannon, “Revolutionary Road.”

5. Supporting Actress: Amy Adams, “Doubt”; Penelope Cruz, “Vicky Cristina Barcelona”; Viola Davis, “Doubt”; Taraji P. Henson, “The Curious Case of Benjamin Button”; Marisa Tomei, “The Wrestler.”

6. Director: David Fincher, “The Curious Case of Benjamin Button”; Ron Howard, “Frost/Nixon”; Gus Van Sant, “Milk”; Stephen Daldry, “The Reader”; Danny Boyle, “Slumdog Millionaire.”

7. Foreign Film: “The Baader Meinhof Complex,” Germany; “The Class,” France; “Departures,” Japan; “Revanche,” Austria; “Waltz With Bashir,” Israel.

8. Adapted Screenplay: Eric Roth and Robin Swicord, “The Curious Case of Benjamin Button”; John Patrick Shanley, “Doubt”; Peter Morgan, “Frost/Nixon”; David Hare, “The Reader”; Simon Beaufoy, “Slumdog Millionaire.”

9. Original Screenplay: Courtney Hunt, “Frozen River”; Mike Leigh, “Happy-Go-Lucky”; Martin McDonagh, “In Bruges”; Dustin Lance Black, “Milk”; Andrew Stanton, Jim Reardon and Pete Docter, “WALL-E.”

10. Animated Feature Film: “Bolt”; “Kung Fu Panda”; “WALL-E.”

11. Art Direction: “Changeling,” ”The Curious Case of Benjamin Button,” ”The Dark Knight,” ”The Duchess,” ”Revolutionary Road.”

12. Cinematography: “Changeling,” ”The Curious Case of Benjamin Button,” ”The Dark Knight,” ”The Reader,” ”Slumdog Millionaire.”

13. Sound Mixing: “The Curious Case of Benjamin Button,” ”The Dark Knight,” ”Slumdog Millionaire,” ”WALL-E,” ”Wanted.”

14. Sound Editing: “The Dark Knight,” ”Iron Man,” ”Slumdog Millionaire,” ”WALL-E,” ”Wanted.”

15. Original Score: “The Curious Case of Benjamin Button,” Alexandre Desplat; “Defiance,” James Newton Howard; “Milk,” Danny Elfman; “Slumdog Millionaire,” A.R. Rahman; “WALL-E,” Thomas Newman.

16. Original Song: “Down to Earth” from “WALL-E,” Peter Gabriel and Thomas Newman; “Jai Ho” from “Slumdog Millionaire,” A.R. Rahman and Gulzar; “O Saya” from “Slumdog Millionaire,” A.R. Rahman and Maya Arulpragasam.

17. Costume: “Australia,” ”The Curious Case of Benjamin Button,” ”The Duchess,” ”Milk,” ”Revolutionary Road.”

18. Documentary Feature: “The Betrayal (Nerakhoon),” ”Encounters at the End of the World,” ”The Garden,” ”Man on Wire,” ”Trouble the Water.”

19. Documentary (short subject): “The Conscience of Nhem En,” ”The Final Inch,” ”Smile Pinki,” ”The Witness — From the Balcony of Room 306.”

20. Film Editing: “The Curious Case of Benjamin Button,” ”The Dark Knight,” ”Frost/Nixon,” ”Milk,” ”Slumdog Millionaire.”

21. Makeup: “The Curious Case of Benjamin Button,” ”The Dark Knight,” ”Hellboy II: The Golden Army.”

22. Animated Short Film: “La Maison en Petits Cubes,” ”Lavatory — Lovestory,” ”Oktapodi,” ”Presto,” ”This Way Up.”

23. Live Action Short Film: “Auf der Strecke (On the Line),” ”Manon on the Asphalt,” ”New Boy,” ”The Pig,” ”Spielzeugland (Toyland).”

24. Visual Effects: “The Curious Case of Benjamin Button,” ”The Dark Knight,” ”Iron Man.”