The nominations for this year's American film academy awards, the Oscars, have been announced in Los Angeles.
The Curious Case of Benjamin Button received 13 nominations - more than other contender.
Loosely based on a short story by F. Scott Fitzgerald, the film has been a commercial and critical success,
Its nominations include best picture, best director and best actor.
Slumdog Millionaire, the tale of an impoverished orphan's improbable victory on an Indian television game show, followed with 10 nominations.
The Batman sequel The Dark Knight and a gay-rights saga, Milk, each received eight.
Benjamin Button, Slumdog Millionaire and Milk will vie for best picture at the 81st annual Academy Awards on 22 February, alongside The Reader and Frost/Nixon. All five also had best director nominations.
The nominations were announced by former Oscar winner Forest Whitaker, in Hollywood at 0530 local time on Thursday.
Nominations for best actor were: Brad Pitt for Benjamin Button, Richard Jenkins for The Visitor, Frank Langella for Frost/Nixon, Sean Penn for Milk and Mickey Rourke for The Wrestler.
Nominations for best actress were: Meryl Streep for Doubt, Kate Winslet for The Reader, Anne Hathaway for Rachel Getting Married, Angelina Jolie for Changeling and Melissa Leo for Frozen River.
It is Streep's 15th nomination and Winslett's sixth.
Nominations for supporting actor were: the late Heath Ledger for The Dark Knight, Josh Brolin for Milk, Robert Downey Jr. for Tropic Thunder, Philip Seymour Hoffman for Doubt and Michael Shannon for Revolutionary Road.
Nominations for supporting actress were: Amy Adams and Viola Davis for Doubt, Penelope Cruz for Vicky Cristina Barcelona Taraji P. Henson for Benjamin Button and Marisa Tomei for The Wrestler.
Foreign language films
Nominated in the foreign language category were: Waltz with Bashir, from Israel; The Class from France; The Baader Meinhof Complex from Germany; Departures from Japan and Revanche from Austria.
Waltz with Bashir won a Golden Globe earlier this month and was named the best movie of 2008 by the National Society of Film Critics in the United States.
Gomorrah from Italy, about the Mafia in Naples, was notably absent when the Academy of Motion Picture Arts and Sciences announced its foreign short list last week.
Last year's foreign-language Oscar winner was The Counterfeiters, from Austria.