The Biggest Upsets in Oscar History

15. Three 6 Mafia Over Dolly Parton

For: Best Original Song, 2006
Shock Value: The infectious music is half of what made 'Hustle & Flow' so popular, but "It's Hard Out For Here for a Pimp" besting Dolly's 'Transamerica' ballad "Travelin' Thru?" Never could we have imagined the Academy to be so sympathetic to pimps.

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14. Gwyneth Paltrow Over Cate Blanchett

For: Best Actress, 1999
Shock Value: Gwynnie was perfectly lovely in 'Shakespeare in Love,' but Cate blew critics away with her bravura performance in 'Elizabeth.' In the end, Shakespeare's (fictional) muse trumped his queen, proving once again that pretty girls have all the luck.

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13. Roberto Benigni Over Tom Hanks and Nick Nolte

For: Best Actor, 1999
Shock Value: After denying Hanks ('Saving Private Ryan') a third trophy and the favored Nolte ('Affliction') his first, the 'Life Is Beautiful' star delivered that unforgettably ecstatic, broken English speech in which he wished he could be "making love to everybody." Yep, even Nolte.

12. 'An American in Paris' Over 'A Streetcar Named Desire'

For: Best Picture, 1952
Shock Value: Shocking in hindsight, but at the time it made perfect sense: a feel-good musical starring fan fave singer-dancer Gene Kelly over a real downer of a drama with a brooding Marlon Brando. He scared the Academy back then.

11. Roman Polanski Over Martin Scorsese

For: Best Director, 2003
Shock Value: Not so startling, really, considering Scorsese ('Gangs of New York') couldn't win for 'Raging Bull' or 'Goodfellas.' The real surprise was that the crowning of 'Pianist' director Polanski, a Hollywood pariah since his statutory rape conviction in 1977.

10. 'Dances With Wolves' Over 'Goodfellas'

For: Best Picture, 1991
Shock Value: With the other noms being 'Awakenings,' 'Ghost' and 'Godfather: Part III,' it looked like a slam dunk for Martin Scorsese's mob masterpiece. Instead, Kevin Costner's drama -- less violent, more "epic," less directed-by-Scorsese -- danced its way to Oscar gold.

9. Tommy Lee Jones Over Ralph Fiennes

For: Best Supporting Actor, 1994
Shock Value: Oy vey. Jones' performance in 'The Fugitive' was good and all, but Fiennes really went out on a limb as a sadistic Nazi in 'Schindler's List' (which won several awards -- including Best Picture -- but none for its actors).

8. 'Rocky' Over 'All the President's Men,' 'Network' and 'Taxi Driver'

For: Best Picture, 1977
Shock Value: The Italian Stallion going the distance with Apollo Creed was nothing compared to this small flick, starring a then-unknown Sly Stallone, upstaging the likes of Redford, Scorsese and Lumet. Yo, Adrian! He did it!

7. Adrien Brody Over Jack Nicholson

For: Best Actor, 2003
Shock Value: 'The Pianist' star Brody was as shocked as anybody after he upset heavy favorite Nicholson ('About Schmidt'). He expressed his shock and delight by doing what any sane man would do in his position: He groped Oscar presenter Halle Berry.

6. 'How Green Was My Valley' Over 'Citizen Kane'

For: Best Picture, 1942
Shock Value: For the record, they weren't rioting in the streets after the "greatest motion picture of all time" fell to this drama about a Welsh mining town. That's because 'Kane' didn't yet hold that title: It takes years for the Earth's populous to agree on something like that.

5. Marisa Tomei Over Everyone

For: Best Supporting Actress, 1993
Shock Value: Always the wild card, this category has seen countless upsets over the years. But nothing compares to the 'My Cousin Vinny' star's triumph over Miranda Richardson, Joan Plowright, Vanessa Redgrave, Judy Davis and human reason.

4. 'Ordinary People' Over 'Raging Bull'

For: Best Picture, 1981
Shock Value: Driven by a fiercely moving performance from newcomer Timothy Hutton, this Robert Redford-directed drama came out of nowhere to K.O. Martin Scorsese's seemingly unbeatable boxing flick. 'Ordinary' our asses...

3. 'Chariots of Fire' Over 'Reds' and 'On Golden Pond'

For: Best Picture, 1982
Shock Value: 'On Golden Pond' had won the acting awards; 'Reds' snagged Best Director. So when the Best Picture winner was announced, the crowd exploded in surprise: Cue the theme song.

2. 'Crash' Over 'Brokeback Mountain'

For: Best Picture, 2006
Shock Value: Google "Brokeback" and "biggest upset" and you'll find approximately 18 billion matches. But it should be noted that several pundits warned the masses that the race ensemble 'Crash' would land the top honor. Still, we were flabbergasted.

1. 'Shakespeare in Love' Over 'Saving Private Ryan'

For: Best Picture, 1999
Shock Value: Steven Spielberg directs Tom Hanks in a WWII epic -- and it loses to a romantic dramedy about 'Romeo and Juliet'?! The power of Shakespeare... (and by Shakespeare we mean super-campaigner Harvey Weinstein).