From arrivals to after-parties, here's a running account of what you didn't see on TV: 3:22 p.m.

-- "Is the house open?", a casually dressed Billy Crystal asks a backstage security crew a little more than two hours before the Oscar show is to begin. Wearing jeans, a sweater, sneakers and his Oscar credential, Crystal gazes out at an empty theater as he hits his marks and silently rehearses his monologue.

A few minutes later, he's gone. 3:26 p.

m. -- Outside the theater, things are beginning to heat up, thanks in no small part to the arrival of perennial Oscar heartthrob George Clooney.

The fan bleaches erupt in a chorus of cheers and whoops as Clooney arrives on the red carpet, bobbing his head in time to chants of "George, George, George. With him is his date, Stacey Keebler.

Decked out in a stunning gold gown, she could almost pass as the gold-plated Oscar's sister. 3:40 p.

m. -- Morgan Freeman quietly slides in through a back door to the theater and heads straight for the green room.

4:01 p.m.

-- Viola Davis asks the bleacher crowd what it thinks of her new cropped copper 'do. The crowed responds with an enthusiastic cheer.

4:03 p.m.

-- Clooney, who a few minutes earlier had promised the bleacher crowd he would return, keeps his word. He walks right up to a throng of fans to shake hands and sign autographs.

4:27 p.m.

-- Tina Fey, Antonio Banderas and Melanie Griffith speed through the red carpet, using the center lane that separates the famous from the not really so much so. 4:30 p.

m. -- Not all the glamour is happening on the Oscar red carpet.

An hour before the show, Sir Elton John and his husband, David Furnish, stroll the white carpet at the 20th annual Elton John AIDS Foundation Academy Awards viewing party at West Hollywood Park. Bringing the proper amount of glitter to the affair, John is decked out in an embellished black jacket with his initials spelled out.

Also seen on the white carpet: included director John Waters and model-actress Brooklyn Decker. 4:47 p.

m. -- About 45 minutes to showtime and the theater is still nearly empty, with most attendees hobnobbing in the lobby over cocktails and hor'dourves.

But Milla Jovovich quickly plopped herself down in the third row, where she reapplied her lipstick while watching the red-carpet action on one of two giant TV screens suspended above the stage. The Resident Evil star then took a call on her cell phone and stepped outside the theater.

4:53 p.m.

-- Jessica Chastain has taken her seat - make that her armrest. The Help actress squats on the armrest to chat with Christian Bale and others who are dropping by to say hello.

The bonhomie is interrupted by an announcement over the theater's loudspeakers: "Please take your seats. This year's Academy Awards will begin in 25 minutes.

" 5:05 p.m.

-- Gwyneth Paltrow stops on the red carpet to chat in Spanish with Penelope Cruz before the two make their way into the theater. 5:15 p.

m. -- "How much time do I have?" asks Oscar show producer Brian Grazer, his all-access credential hanging atop his tux.

Fifteen minutes to showtime he's told. "I'm going to see if Bennett Miller is in his seat," he replies and dashes off in search of the Moneyball director.

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