BEVERLY HILLS, California (AP):

The romantic fantasy The Curious Case of Benjamin Button led Academy Awards contenders yesterday with 13 nominations, among them, best picture and acting honours 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.

Pitt and real-life partner Angelina Jolie both will be going to the Oscars as nominees. Jolie had a best-actress nomination for the missing-child drama Changeling, while Pitt is up for his role as a man born old who ages backward towards childhood, an epic tale based on an F. Scott Fitzgerald story.

happy for David Fincher

"This is a great honour for the movie, and I'm especially happy for David Fincher, for without him there would be no Ben Button," Pitt said in a statement.

Jolie also had gushing words for her director, Changeling film-maker Clint Eastwood.

"Working with Clint Eastwood was a reward in itself that will last me a lifetime," Jolie, a supporting-actress Oscar winner for Girl, Interrupted, said in a statement. "To receive a nomination from the academy on top of that is a privilege beyond any expectation."

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, as was Leonardo DiCaprio, who reunited with his Titanic co-star for the film.

long shots

Actors considered long shots 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.

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.

A drama set at a Roman Catholic school, Doubt had four of the 20 acting nominations. Besides Streep, Philip Seymour Hoffman, Amy Adams and Viola Davis were nominated in supporting categories.

"It's divine," said Davis, who plays the mother of an altar boy who might have been abused by a priest. "It feels like the greatest blessing in the world. It's a fulfilment of a purpose. It's a fulfilment of a dream. It's everything that you could possibly imagine it is, and not that I needed the nomination to know I was on the right path, but it certainly helps."

best actor

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

Robert Downey Jr - star of the year's other big superhero flick, Iron Man - is up against Ledger with a supporting-actor nomination for Tropic Thunder, a rare broad comedy that crept into the acting categories.

Other supporting-acting picks include Josh Brolin for Milk, Penelope Cruz for Vicky Cristina Barcelona and Marisa Tomei for The Wrestler.