Also nominated for best picture Tuesday: the silent film ``The Artist''; the family drama ``The Descendants''; the Sept. 11 tale ``Extremely Loud & Incredibly Close''; the Deep South drama ``The Help''; the romantic fantasy ``Midnight in Paris''; the sports tale ``Moneyball''; the family chronicle ``The Tree of Life''; and the World War I epic ``War Horse.''

The nominations set up a best-picture showdown between the top films at the Golden Globes: best musical or comedy recipient ``The Artist'' and best drama winner ``The Descendants.''

Winners at the 84th annual Oscars will be announced at a Feb. 26 ceremony aired live on ABC from Hollywood's Kodak Theatre, with Billy Crystal returning as host for the first time in eight years.

``The Artist'' ran second with 10 nominations, among them writing and directing nominations for French filmmaker Michel Hazanavicius, a best-actor honor for Jean Dujardin and a supporting-actress slot for Berenice Bejo. The film could become the first silent movie to win best picture since the first Oscars, when ``Wings'' took top honors for 1927-28.

``I can't believe that a year ago I was learning how to tap dance and today I am nominated for an Academy Award,'' said Bejo, who is the romantic partner of Hazanavicius and in ``The Artist'' plays a rising big-screen star of the sound era.

Because of a rule change requiring films to receive a certain number of first-place votes, the best-picture field has only nine nominees rather than the 10 that were in the running the last two years.

Scorsese, who won the directing prize at the Globes for ``Hugo,'' picked up his seventh Oscar nomination in the category. After decades of being overlooked for Hollywood's top filmmaking award, Scorsese finally won the directing Oscar for 2006's ``The Departed,'' which also was named best picture.

Dujardin, who won the Globe for best actor in a musical or comedy as a silent-era star whose career goes kaput with the arrival of talking pictures, will be up against Globe dramatic actor winner George Clooney for ``The Descendants,'' in which the Oscar-winning superstar plays a dad trying to hold his Hawaiian family together after a boating accident puts his wife in a coma.

Other best-actor contenders are Demian Bichir as an immigrant father in ``A Better Life''; Gary Oldman as British spymaster George Smiley in ``Tinker Tailor Soldier Spy''; and Brad Pitt as Oakland A's general manager Billy Beane in ``Moneyball.''

Pitt was preparing breakfast for his and Oscar winner Angelina Jolie's six children when he learned of his latest nomination, his third. He decided to make pancakes _ and anything else the kids were craving.

``Whatever they want,'' Pitt said. ``I don't care how sugared up they get for school.''

Globe winners Meryl Streep (best dramatic actress as Margaret Thatcher in ``The Iron Lady'') and Michelle Williams (best musical or comedy actress as Marilyn Monroe in ``My Week with Marilyn'') scored Oscar nominations for best actress.

Two-time Oscar winner Streep padded her record as the most-nominated actress, raising her total to 17 nominations, five more than Katharine Hepburn and Jack Nicholson, who are tied for second-place.

Streep went two-for-four on her first nominations, winning supporting actress for 1979's ``Kramer vs. Kramer'' and best actress for 1982's ``Sophie's Choice.'' But she has lost her last 12 times, and the Globe win for her spot-on personification of Thatcher looks like her best chance yet to break that losing streak.

Along with Streep and Williams, best-actress nominees are Glenn Close as a 19th century Irishwoman masquerading as a male butler in ``Albert Nobbs''; Viola Davis as a black maid going public with tales of white Southern employers in ``The Help''; and Rooney Mara as a traumatized, vengeful computer genius in ``The Girl with the Dragon Tattoo.''

``I am honored to be in company with such beautiful artists, and touched deeply by my fellow actors for their generosity in giving me this acknowledgment,'' Streep said.

Octavia Spencer's win at the Globes as supporting-actress for ``The Help,'' in which she plays a fiery maid whose mouth continually gets her in trouble, could give her front-runner status for the same prize at the Oscars. The same may hold true for supporting-actor nominee Christopher Plummer, who won a Globe for his role as an elderly dad coming out as gay in ``Beginners.''

An esteemed film and stage actor, Plummer went most of his 60-year career unacknowledged at the Oscars until earning a supporting-actor nomination two years ago as Leo Tolstoy in ``The Last Station.'' If he wins this time, the 82-year-old Plummer would become the oldest acting recipient ever; Jessica Tandy now holds that position for her best-actress win in ``Driving Miss Daisy'' at age 80.

Also in contention for supporting actor: Kenneth Branagh as Laurence Olivier in ``My Week with Marilyn''; Jonah Hill as a statistics whiz in ``Moneyball''; Nick Nolte as a derelict dad making amends in ``Warrior''; and Max von Sydow as a mute mystery man in ``Extremely Loud & Incredibly Close.''

Bejo, the romantic partner of ``The Artist'' creator Hazanavicius, was nominated for her role as a new star of the sound era in the late 1920s and early `30s. ``The Help'' co-star Jessica Chastain also was nominated for her role as Spencer's lonely, needy boss.Also up for supporting actress are Melissa McCarthy as crude but caring member of the wedding in ``Bridesmaids''; and Janet McTeer as a woman posing as a male laborer in ``Albert Nobbs.''

McCarthy is a rare funny lady competing at the Oscars, which rarely honor performances in mainstream comedies such as ``Bridesmaids.''

Tom Hanks and Sandra Bullock's ``Extremely Loud & Incredibly Close,'' which got mixed reviews and has not been much of a factor at earlier Hollywood awards, was an unexpected best-picture nominee. There were gasps and cheers of surprise from the crowd of publicists and Hollywood insiders at academy headquarters when the film's nomination was announced. Von Sydow's supporting-actor nomination also was a surprise.

Terrence Malick's ``The Tree of Life'' also had been considered a bit of a best-picture longshot. The movie, which won top honors at last May's Cannes Film Festival but was a love-it-or-hate-it drama among audiences, also picked up a directing nomination for Malick.

Oscar heavyweight Clint Eastwood's ``J. Edgar'' was shut out entirely, including for best actor, where Leonardo DiCaprio had been a strong prospect as FBI boss J. Edgar Hoover.

Other surprises included best-actor contender Bichir, who gave a terrific performance in ``A Better Life,'' a film few people have seen.

Bichir beat out not only DiCaprio but Ryan Gosling for ``The Ides of March'' and Michael Fassbender for ``Shame,'' who had been high on Oscar forecasters' lists.

Also missing out on nominations were Tilda Swinton for ``We Need to Talk About Kevin,'' Albert Brooks for ``Drive'' and Shailene Woodley for ``The Descendants.''

The best-director roster is loaded with past winners and nominees, including Scorsese for ``Hugo,'' Malick for ``The Tree of Life,'' Woody Allen for ``Midnight in Paris'' and Alexander Payne for ``The Descendants.''

``Midnight in Paris,'' Allen's biggest hit in decades, was the filmmaker's first best-picture nominee since 1986's ``Hannah and Her Sisters'' and first directing nomination since 1994's ``Bullets Over Broadway.'' With his 15th honor for original screenplay, Allen also extended his lead as record-holder for most writing nominations (Billy Wilder is second with 12).

The lone newcomer is Hazanavicius for ``The Artist,'' a critical darling that has stacked up an impressive list of honors and nominations at earlier awards since its debut last year at Cannes.

While Steven Spielberg's best-picture contender ``War Horse'' picked up six nominations, the Oscar-winning filmmaker missed out in the directing category, a prize he has won twice. His first cartoon feature, the Golden Globe-winning ``The Adventures of Tintin,'' also did not make the list for best animated film.

Another animated snub was ``Cars 2,'' the first feature-length cartoon from Disney's Pixar Animation that failed to earn a nomination since the category was added in 2001. Pixar films including ``Toy Story 3,'' ``Up'' and ``WALL-E'' had won the last four animation Oscars.

This time, the animated nominees are ``A Cat in Paris,'' ``Chico & Rita,'' Kung Fu Panda 2,'' ``Puss in Boots'' and ``Rango.''

Crystal's return as host could bump up the TV ratings for the show, which have been on a general decline over the last few decades.

What usually results in big TV ratings, though, is a blockbuster such as eventual Oscar champs ``Titanic'' or ``The Lord of the Rings: The Return of the King'' in the thick of the best-picture contest. More fans tune in because they have a stake in the outcome.

There are no colossal films in the mix this time. ``The Help'' is a solid hit, taking in $169 million domestically. So far, other best-picture nominees are well under that level, ranging from $75 million for ``Moneyball'' to $12 million for ``The Artist.''