Period love story The Curious Case of Benjamin Button emerged as the front-runner for the Academy Awards in Beverly Hills on Thursday after landing a whopping 13 nominations.
The critically acclaimed romance, starring Brad Pitt as a man who ages in reverse, edged out India-set rags-to-riches drama Slumdog Millionaire, which scored 10 nominations.
Benjamin Button scored nominations in most of the blue riband categories including best picture and best director, while the film's leading man Pitt also earned a best actor nod.
The film's 13 nods was just one shy of the all-time record of 14 nominations held by 1997's Titanic and 1950's Bette Davis classic All About Eve, which both went on to earn best picture.
But there was disappointment for Batman blockbuster The Dark Knight, which failed to earn nominations in either the best picture or best director categories, two areas where the film had been tipped to score.
However the film did earn a poignant posthumous Oscar nomination for Australian actor Heath Ledger, one year to the day after the heart-throb died of an accidental overdose in New York.
Ledger picked up a best supporting actor nomination for his spell-binding performance as the Joker and is now the heavy favorite heading into the February 22 awards extravaganza at Hollywood's Kodak Theater.
Thursday's nominations have reignited the Oscars hopes of Benjamin Button, which was all but ignored earlier this month at the Golden Globes when Slumdog Millionaire walked away with four honors.
However David Fincher's epic love story is now the film to beat. Historically the movie with the most nominations has tended to win the coveted best picture Oscar.
Other contenders in the best picture category are political drama Frost/Nixon and Gus Van Sant's biopic Milk, starring Sean Penn as trailblazing gay politician Harvey Milk.
The surprise nominee which appeared to squeeze out "The Dark Knight" is Stephen Daldry's Nazi drama The Reader.
In the acting categories, Benjamin Button star Pitt will be up against sentimental favorite Mickey Rourke, superb as a washed up prize-fighter in "The Wrestler," Penn for his role in Milk and Frank Langella, who plays disgraced former US President Richard Nixon in Frost/Nixon. Richard Jenkins of The Visitor completes the line-up.
Pitt's partner Angelina Jolie is meanwhile nominated in the best actress category for her performance in Changeling. Her rivals will be Kate Winslet, Meryl Streep, Anne Hathaway and Melissa Leo.
The directing categories mirrored the best picture race. Fincher earned a nod for "Benjamin Button" while Briton Danny Boyle was also nominated for Slumdog Milionaire.
Ron Howard, a best director Oscar-winner for A Beautiful Mind, was also nominated along with Van Sant for Milk and Stephen Daldry for The Reader.
In the supporting acting categories, Ledger's rivals include Robert Downey Jr for Tropic Thunder, Josh Brolin Milk, Philip Seymour Hoffman Doubt and Michael Shannon Revolutionary Road.
The best supporting actress race saw nominations for Doubt co-stars Viola Davis and Amy Adams while Spanish star Penelope Cruz picked up a nod for Woody Allen comedy "Vicky Cristina Barcelona. Marisa Tomei ("The Wrestler") and Taraji P. Henson ("The Curious Case of Benjamin Button") complete the field.
In other categories, Israel's "Waltz with Bashir" was named in the best foreign language race, where it will compete against Germany's The Baader Meinhof Complex, France's The Class," Japan's "Departures" and Revanche from Austria.
The best animated feature award will be a three-way fight between Disney's Bolt, Dreamworks Kung Fu Panda and Pixar's Wall-E.