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By Russ Britt

LOS ANGELES (Dow Jones) -- "The Curious Case of Benjamin Button," the nearly three-hour tale of a man who ages backwards, led the way among Oscar nominees Thursday, as the film captured 13 nods, including those for best picture and for Brad Pitt as best actor in the title role.

Following close behind in nominations was "Slumdog Millionaire," which received 10 nods, including those for best picture, best director for Danny Boyle, and nominations for two songs. "Slumdog Millionaire" is the story of a contestant on a game show who wins and then is accused of cheating.

On its heels in the nominations derby is "Milk," a film biography of the first openly gay politician in California, San Francisco Supervisor Harvey Milk.

"Milk" received eight nominations, including best picture and best actor for Sean Penn in the title role. Supporting actor Josh Brolin, who plays Milk assassin Dan White, also received a nod.

Those three films, along with "The Reader" and "Frost/Nixon," will be vying for top honors when the 81st annual Academy Awards are held Feb. 22 in Hollywood.

Absent from the best-picture list, however, was "The Dark Knight," which received eight nominations in mostly technical categories. The top box-office draw of the year, and a film that received significant critical acclaim, was ignored in most top categories except one.

The late Heath Ledger received a nomination for supporting actor exactly one year after his death at the age of 28. Ledger won acclaim last summer for a particularly unnerving portrayal of the Joker, one of several villains in the "Batman" series.

"The Dark Knight" also received nominations for art direction, cinematography, film editing and various other categories. The film, a production of Time Warner Inc.'s (TWX) Warner Bros. unit, took in $531 million in domestic receipts, enough to put it second on the all-time list behind 1997's "Titanic." It also took in nearly $1 billion worldwide, the fourth highest ever.

Ratings loss?

The academy may end up missing out on a significant ratings boost for the Oscar telecast as a result of the few major nominations for "The Dark Knight," since highly popular best-picture winners usually bring bigger ratings.

When "Titanic" won 11 Oscars in the 1998 ceremony, the show had its best ratings ever. The 2004 show, in which popular "Lord of the Rings: Return of the King" swept 11 awards, was a big ratings winner as well.

"The Curious Case of Benjamin Button" also got nominations for director David Fincher and supporting actress Taraji P. Henson. The film is a joint venture of Viacom Inc.'s (VIA) Paramount Pictures unit and Warner Bros.

"Frost/Nixon," a retelling of the 1970s interviews between British talk-show host David Frost and disgraced President Richard Nixon, received nods for director Ron Howard, as well as for Frank Langella, who recreated his stage role as Nixon. The film is a production of General Electric Co.'s (GE) Universal Studios unit.

"Milk" is from Universal's Focus Features specialty unit. Along with Penn and Brolin, director Gus Van Sant also got a nomination.

Kate Winslet received a best actress nomination for her role in "The Reader," and the film's director Stephen Daldry also was nominated. "The Reader" was produced by The Weinstein Co.

And director Danny Boyle captured a nomination for "Slumdog Millionaire," from News Corp's (NWS) Fox Searchlight division. News Corp. is the parent of MarketWatch, publisher of this report.

Acting nominations

Along with Pitt, Langella and Penn, Mickey Rourke was nominated for best actor for his role in Fox Searchlight's "The Wrestler," and Richard Jenkins for Overture Films' "The Visitor."

Along with Winslet, best actress nominees were Anne Hathaway for "Rachel Getting Married" from Sony Pictures Classics (SNE), Angelina Jolie in Universal's "Changeling," Melissa Leo in Sony's "Frozen River," and Meryl Streep in "Doubt," from Walt Disney Co.'s (DIS) Miramax unit.

Brolin and Ledger were joined in the supporting actor category by Robert Downey Jr. in "Tropic Thunder" from DreamWorks, Philip Seymour Hoffman in "Doubt" and Michael Shannon in DreamWorks' "Revolutionary Road."

Supporting actress nominees, along with Henson, were Amy Adams in "Doubt," Penelope Cruz in Weinstein's "Vicky Christina Barcelona," Viola Davis in "Doubt" and Marisa Tomei in "The Wrestler."

Three films were nominated for best animated feature, two of them from Disney. "Bolt" and "Wall-E" were the Disney entries and DreamWorks Animation's (DWA) "Kung Fu Panda" rounded out the category.

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