It's almost that time of year. In less than a week the stars both in front of and behind the cameras will dress in their finest and head to the Kodak Theater in Hollywood for the 81st Academy Awards. Who will win? More importantly; who should win? We polled the DVDTalk review panel, a group of people who spend WAY too much time watching, talking, and writing about movies, to give us their thoughts. Be sure to tune into the Oscars on Sunday February 22nd to see which reviewer was most in tune with the voting members of the Academy.

BEST PICTURE:

The Nominees: The Curious Case of Benjamin Button; Frost/Nixon; Milk; The Reader; Slumdog Millionaire

Phil Bacharach's Prediction: Slumdog Millionaire The underdog wins this year. Its closest competitor is Milk.

Jason Bailey's Prediction: Frost/Nixon is my favorite. But Slumdog Millionaire will win. I have to say, it's kind of an underwhelming group of nominees. I've seen four of the five (I just can't make myself see The Reader; and I don't know of one filmgoer or critic who is enthusiastic about it; we appear to have the re-emergence of the bought-by-Weinstein nomination there) and they're all very good films. But none of them are great films. Frankly, 2008 was populated by an abundance of very good films, pictures that were expertly executed and marvelously acted but which never gave this audience member that kick, that thrilling feeling of watching a truly great film unspool. In fact, I only saw two really great movies this year, but of course neither of them were nominated for Best Picture, because one of them was a cartoon (Wall-E) and one of them was a superhero movie (The Dark Knight). And of course both of them were more than that, so much more than that, but there you have it.

Ryan Keefer's Prediction: Slumdog Millionaire. A juggernaut in the awards season, pleasing crowds over many demographics. Anything less than this will be considered an upset.

Brain Orndorf's Prediction: Well, it doesn't take Sylvia Browne to see the writing on the wall. Slumdog Millionaire has all the momentum in the world to take home the big prize. Does it deserve it? Probably not, but of all the nominees, Millionaire is the only feature with a happy ending. And everyone loves to celebrate a happy ending.

John Sinnott's Prediction: I'm marching to the beat of a different drummer once again. Though I hope that Slumdog Millonaire wins, I think it will be The Curious Case of Benjamin Button. While Slumdog is the favorite and a solid film, I can't see the American Academy voting for a non-US film. I'm not saying it has never happened, but I don't think it will this time. Benjamin Button seems to have all the elements that the Academy looks for in a film too.

Thomas Spurlin's Prediction: Slumdog Millionaire - Danny Boyle's film has pure momentum behind it now. Practically every single award ceremony has placed their gold stamp of approval on his kinetic, well-tempered tale of survival and love under extreme circumstances in Mumbai. Plus, it's an extremely evocative picture, one marked by outstanding cinematography and fantastic musical cues that pump extra life into its adaptation of Vikas Swarup's heartwarming novel. Slumdog surrenders to emotional convention, but not without a passionate show of attitude as it tells Jamal's story.

With the knowledge that Slumdog Millionaire will likely take the Academy Award's crown this year, it's still hard not to push for David Fincher's whimsical outlook on "carpe diem". Sure, there's a familiar tone that looks back on Zemeckis' Forrest Gump - it's a story of triumph over a man's unique physical challenges, all of which lean heavily on the preposterous side. But there's more lying underneath Fincher's take on Eric Roth's story, as it draws its audience into the subtle magic within Benjamin's reverse-aging. A lot of people wonder what they'd do differently if they had the chance to live young again; The Curious Case of Benjamin Button, though fantasy-based and reliant on Brad Pitt's charisma, becomes a stirring portrait of the decisions one man makes as he approaches youth with a world of battered, well-aged experienced behind him.

BEST DIRECTOR:

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

Phil Bacharach: Danny Boyle, Slumdog Millionaire

Jason Bailey: Danny Boyle, Slumdog Millionaire - The direction nominees don't usually exactly mirror Best Picture, as they do this year; Danny Boyle will probably win here too, though, and I'm absolutely fine with that. He continues to impress me as a skilled, smart, journeyman director who can do just about anything--dark drama (Trainspotting), thriller (Shallow Grave), horror (28 Days Later), sci-fi (Sunshine), and family whimsy (Millions).

Ryan Keefer: Danny Boyle, Slumdog Millionaire - Winner of most of the director awards coming into the ceremony, Boyle is the only one of the bunch who was nominated for a film without a past Oscar nominee, yet the ensemble (notably Dev Patel's amazing work) has been receiving raves. Ride the wave of Slumdog love.

Brain Orndorf: Danny Boyle, Slumdog Millionaire - With a wildly uneven filmography, Danny Boyle's career doesn't fit into the tight shoes of Oscar glory expectation. However, the "Slumdog" gravy train will make another stop here.

John Sinnott: - Danny Boyle, Slumdog Millionaire - there's some tough competition, but Boyle should walk away with the award.

BEST ACTOR:

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

Phil Bacharach: Sean Penn, Milk - Mickey Rourke might deserve it just as much, but Penn was nothing short of extraordinary. In any case, this will be Milk consolation prize for not winning the top slot.

Jason Bailey: Mickey Rourke, The Wrestler - Five very, very strong performances here; in a lesser year, Frank Langella would probably take this handily. But most agree that this one is a cage match between Sean Penn and Mickey Rourke, and that's fairly accurate. I, for one, am more partial to Rourke's performance, and I think he's most likely to win it--voters are often pragmatic about who should when these things when, and while this could be Rourke's one real shot at the golden boy, Penn has been up there before and will probably make it up there again.

Ryan Keefer: Mickey Rourke, The Wrestler - Rourke's semi-serious real flirtation with "real" fake wrestling might be the thing that sways Academy voters to cast votes elsewhere (Penn is the consensus choice, though I'd like to see Jenkins get some love). That said, Rourke's performance is too good to be ignored. Vulnerable, daring, emotional, raw, it's a Raging Bull for this era.

Brain Orndorf: - Mickey Rourke, The Wrestler - A strong category, by my heart goes to Mickey Rourke, who really gifted "The Wrestler" with a soul the material otherwise wouldn't have. It's an acting job that gives so much to the camera, not to mention a transformation job from Rourke that fits his fractured state of mind like a glove. Ram Jam!

John Sinnott: Mickey Rourke, The Wrestler - after a long and mixed career Rourke deserves the award for this fine performance.

BEST ACTRESS:

The Nominees: Anne Hathaway, Rachel Getting Married; Angelina Jolie, Changeling; Melissa Leo, Frozen River; Meryl Streep, Doubt; Kate Winslet, The Reader

Phil Bacharach: Kate Winslet, The Reader

Jason Bailey: Kate Winslet, The Reader - Again, all fine performances. My pick would be Meryl Streep; she owns that movie, and her performance is skillfull, rich, and full. Jolie was very good as well, though too many people were (unfortunately) underwhelmed by Changeling. Anne Hathaway was terrific, but she'll be back (provided she stays away from tripe like Bride Wars). Kate Winslet seems to have the momentum here, since most are considering this a dual nomination for both The Reader and Revolution Road, so I predict she'll take it.

Ryan Keefer: Kate Winslet, The Reader - While I could settle for Leo or Hathaway here, the fact that a) Winslet's equally great Revolutionary Road performance was ignored by the Academy and b) Winslet's performance in The Reader was slotted into the Best Actress role, something tells me the Academy's finally giving her the long-overdue trophy. Five nominations and she's barely in her 30s, and primed to be one of the greatest actresses ever.

Brain Orndorf: Kate Winslet, The Reader - Meryl Streep was a powerhouse, but it truly is Kate Winslet's big bad year. She deserves the trophy, offering not one, but two incredible performances during 2008.

John Sinnott: Kate Winslet, The Reader - Though I hate to agree with everyone once again, I think this is Winslet's year.

BEST SUPPORTING ACTOR:

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

Phil Bacharach: Heath Ledger, The Dark Knight - Is anyone else even nominated?

Jason Bailey: Heath Ledger, The Dark Knight - Ledger will win, and deserves to; his Joker was a revolutionary performance, and the only high-profile opportunity to honor that great film. But all five of these guys were good, although I'm not sure in what universe Philip Seymour Hoffman's turn in Doubt would be considered a supporting role.

Ryan Keefer: Heath Ledger, The Dark Knight - Any other year at this nomination would be a wide open race. Ledger's performance was exceptional; his premature death makes this a shoo-in and should be easily the most emotional moment of the ceremony.

Brain Orndorf: Heath Ledger, The Dark Knight - Heath Ledger delivered the most electric performance of all the nominees, and his death makes this award all the more bittersweet and ratings-happy. Plus, the rabid Batfans have to be thrown a bone at some point. A billion-dollar-grossing movie just isn't enough.

John Sinnott: Heath Ledger, The Dark Knight - his bravura performance would make him a safe bet if he had lived. The fact that he tragically died makes this the easiest award to call this year.

BEST SUPPORTING ACTRESS:

Doubt; Penélope Cruz, Vicky Cristina Barcelona; Viola Davis, Doubt Taraji P. Henson, The Curious Case of Benjamin Button; Marisa Tomei, The Wrestler

Phil Bacharach: Penélope Cruz Vicky Cristina Barcelona

Jason Bailey: Penélope Cruz Vicky Cristina Barcelona - There was a lot of work to like here, but Cruz should win this thing. She storms into Vicky Cristina Barcelona like a fireball, after one of the most beautifully prepared entrances this side of The Third Man. It's a pitch-perfect performance, giving vibrancy and fire to an already-terrific picture.

Ryan Keefer: Viola Davis, Doubt - My heart wants to pull for Tomei, because her performance was excellent in its own right, but once you've seen the scene with Davis and Meryl Streep, you'll understand why people are chatting her up.

Brain Orndorf: Penélope Cruz Vicky Cristina Barcelona - Penelope Cruz has bewitched too many critic groups and voting bodies to be ignored.

John Sinnott: Marisa Tomei, The Wrestler - okay, this is a long shot, but she did a wonderful job and could surprise everyone.

BEST ORIGINAL SCREENPLAY:

The Nominees: Frozen River, Courtney Hunt; Happy-Go-Lucky, Mike Leigh; In Bruges, Martin McDonagh; Milk, Dustin Lance Black; WALL-E, Andrew Stanton, Jim Reardon, Pete Docter

Phil Bacharach: Milk, Dustin Lance Black;

Jason Bailey: In Bruges, Martin McDonagh - I'm frankly stunned that Charlie Kaufman's brilliant, bizarre Synecdoche, New York didn't at least net a nomination; the screenplay category is the only one that could usually be counted on to show Kaufman some love. Milk will probably win, but its too-neat screenplay is its weakest element; I'd love to see the writers have the balls to reward Wall-E here, or to give the golden boy to the surprising (but deserving) In Bruges.

Ryan Keefer: Dustin Lance Black, Milk

Brain Orndorf: Milk, Dustin Lance Black - Here's where "Milk" collects a prize, not just for content, but also for an overall political statement the other categories wouldn't permit.

John Sinnott: Milk, Dustin Lance Black - I'm in total agreement with Brian on this one. The Academy will throw Milk a bone with this award.

BEST ADAPTED SCREENPLAY:

The Nominees: The Curious Case of Benjamin Button, Eric Roth; Doubt, John Patrick Shanley; Frost/Nixon, Peter Morgan; The Reader, David Hare; Slumdog Millionaire, Simon Beaufoy

Phil Bacharach: David Hare; Slumdog Millionaire

Jason Bailey: David Hare; Slumdog Millionaire - The Reader is barely present in this category, and too many people are calling Benjamin Button a rip-off of screenwriter Eric Roth's previous Oscar winner, Forest Gump. The Slumdog sweep will probably extend to this category, though I would rather see it go to the witty, literate, beautifully written scripts of Frost/Nixon or Doubt.

Ryan Keefer: John Patrick Shanley, Doubt

Brain Orndorf: David Hare; Slumdog Millionaire - A tough one to predict, but Slumdog will surely rule here as well.

John Sinnott: Doubt, John Patrick Shanley - the smart money is on Slumdog Millionaire, but I'm thinking that it won't sweep as many categories as some are thinking. I can't see Roth winning again, and Doubt certainly deserve the nod.

BEST ANIMATED FEATURE:

The Nominees: Bolt; Kung Fu Panda; WALL-E

Phil Bacharach: WALL-E C'mon, it should've been nominated for Best PICTURE.

Ryan Keefer: WALL-E

Brain Orndorf: Wall-E of course, because I've heard the film can cure cancer, give eyesight to the blind, and rub its tummy while patting its head.

John Sinnott: Wall-E - it was a bit too preachy for my tastes, and I'm really pulling for Kung Fu Panda, but I just can't see Pixar film loosing out here.

Thomas Spurlin: Wall-E - It has a potent, overwhelmingly important message that it communicates, though it lays the lather on thick while doing so. Adorable, identifiable characters and an outstanding visual design make it quite an experience to behold, all the while maintaining a humorous and vibrant enough tone to keep both kids and adults dialed in to its typical Pixar magic. From start to finish, Pixar's science-fiction feature is a timely epic that gathers together everything strong about the studio - from animation chops and amazing sound design to pure-blooded magnetism - and condenses them into a tightly-orchestrated package much like Wall-E's little cubes of material.

Why I'm Rooting for Kung Fu Panda:

It's simple: Kung Fu Panda is a beautifully-orchestrated and winning animated feature, one that keeps its messages streamlined so that the audience can indulge in pure amusement with the martial arts rambunctiousness. What impresses the most, however, is the ways that Dreamworks blends the punchy action of a '70s-infused martial arts film with a vibrant child-friendly demeanor, which builds an experience that knows how to convincingly charm and excite animated film lovers of all ages. As rambled on in my review, it's an absolute blast that draws nothing but adoring sentiment from here.

BEST ANIMATED SHORT:

The Nominees: La Maison en Petits Cubes; Lavatory -- Lovestory; Oktapodi; Presto; This Way Up

Ryan Keefer: Presto

John Sinnott: Presto - well constructed and absolutely hilarious. All the Pixar shorts are great, and Presto is one of the best.

BEST ART DIRECTION:

The Nominees: Changeling; The Curious Case of Benjamin Button; The Dark Knight; The Duchess; Revolutionary Road

Ryan Keefer: The Curious Case of Benjamin Button

Brain Orndorf: The Curious Case of Benjamin Button racks up another win here with its dreamlike world and magical environments.

BEST CINEMATOGRAPHY:

The Nominees: Changeling; The Curious Case of Benjamin Button; The Dark Knight; The Reader; Slumdog Millionaire

Ryan Keefer: Slumdog Millionaire

Brain Orndorf: Slumdog Millionaire - If the Academy could split the award five ways, this would be the category. Brilliant work all around. However, if I must pick one, Slumdog seems the safe bet.

John Sinnott: Slumdog Millionaire - another tough one to call.

BEST COSTUME DESIGN:

The Nominees: Australia; The Curious Case of Benjamin Button; The Duchess; Milk; Revolutionary Road

Ryan Keefer: Australia

Brain Orndorf: Milk - Australia held the novelty of actually using costumes to widen character development, but that underrated film doesn't have a chance. I smell Milk pulling one out here, if only because the clothes sold a time and place with unnerving accuracy.

BEST DOCUMENTARY FEATURE:

The Nominees: The Betrayal (Nerakhoon); Encounters at the End of the World; The Garden; Man on Wire; Trouble the Water

Phil Bacharach: Encounters at the End of the World

Ryan Keefer: Man on Wire

John Sinnott: Encounters at the End of the World - director Werner Herzog will finally get his due.

BEST DOCUMENTARY SHORT:

The Nominees: The Conscience of Nhem En; The Final Inch; Smile Pinki; The Witness -- From the Balcony of Room 306

Ryan Keefer: The Conscience of Nhem En

BEST EDITING:

The Nominees: The Curious Case of Benjamin Button; The Dark Knight; Frost/Nixon; Milk; Slumdog Millionaire

Ryan Keefer: Slumdog Millionaire

John Sinnott: Frost/Nixon - I think Howard's film will win something, and this award seems like the safest bet.

BEST FOREIGN LANGUAGE FILM:

The Nominees: The Baader Meinhof Complex (Germany); The Class (France); Departures (Japan); Revanche (Austria); Waltz with Bashir (Israel)

Phil Bacharach: The Class

Ryan Keefer: The Class

BEST LIVE ACTION SHORT:

The Nominees: Auf der Strecke (On the Line); Manon on the Asphalt; New Boy; The Pig; Spielzeugland (Toyland)

Ryan Keefer: Toyland

BEST MAKEUP:

The Nominees: The Curious Case of Benjamin Button; The Dark Knight; Hellboy II: The Golden Army

Ryan Keefer: Hellboy II

Brain Orndorf: The Curious Case of Benjamin Button - Great to see Hellboy II on this list, but Benjamin Button is an achievement that doesn't come around often enough.

John Sinnott: The Curious Case of Benjamin Button - while it was a mix of makeup and CGI, the aging effects were still incredibally impressive.

BEST ORIGINAL SCORE:

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

Ryan Keefer: The Curious Case of Benjamin Button

BEST ORIGINAL SONG:

The Nominees: ''Down to Earth'' WALL-E; ''Jai Ho'' Slumdog Millionaire; ''O Saya'' Slumdog Millionaire

Ryan Keefer: "O..Saya", Slumdog Millionaire

BEST SOUND EDITING:

The Nominees: The Dark Knight; Iron Man; Slumdog Millionaire; WALL-E; Wanted

Ryan Keefer: The Dark Knight

John Sinnott: WALL-E - with nearly no dialog in the first half of the film, the non-verbal sound played an even more important role than usual.

BEST SOUND MIXING:

The Nominees: The Curious Case of Benjamin Button; The Dark Knight; Slumdog Millionaire; WALL-E; Wanted

Ryan Keefer: Wanted

John Sinnott: WALL-E

BEST VISUAL EFFECTS:

The Nominees: The Curious Case of Benjamin Button; The Dark Knight; Iron Man

Ryan Keefer: The Curious Case of Benjamin Button

Brain Orndorf: - Not only were the Benjamin Button special effects seamless, they were actually innovative - a rarity in the industry. There's no reason for the picture to lose here.

John Sinnott: The Curious Case of Benjamin Button - I'd be pleased if Iron Man, the movie that was the most fun last summer, ultimately won, the effects for Button were better.