RYAN: It's always the biggest night of our year and sometimes the best moments happen on the red carpet. Here's how the stars worked it tonight...
CAROLINE: As Us Weekly Fashion Police, we like to take on the fashion almost as much as the awards and this is no disappointment! I'm loving Jessica Chastain from the chest up. Love the hair! She's gorge.
RYAN: She looks like a modern Renaissance Princess.
CAROLINE: It's McQueen.
RYAN: The first person who really stands out to me is Octavia Spencer. It's such a brilliant dress and actually maybe even more exciting that she'd making it look gorge as a plus-size woman.
CAROLINE: OK wait, The Dictator, aka Sacha Baron Cohen... I thought they weren't allowing movie promotion at the awards. It's been such a big stink in the press this week.
RYAN: Maybe the rule doesn't cover the red carpet? But seriously, could Ryan Seacrest have any less of a sense of humor!?! Please. He'll probably be in the new movie based on this moment... It's almost an honor.
CAROLINE: What are you thinking of Rooney Mara?
RYAN: I know everyone on TV is loving it but I think it's, like, a tame version of a Bjork moment. And enough with the Dragon Tattoo hair already. It's so severe and she's so awkward in her interviews.
CAROLINE: Yeah - I'm not impressed with her cleavage in this dress. Wouldn't it be great to hear her and Kristen Stewart interview each other?
RYAN: [laughs] That would be a nightmare!
CAROLINE: The dudes are all looking pretty good. But I'm sorry, what is going on with Jonah Hill?
RYAN: Yes! I've been a fan of the dark shirt and tie combo but it's outdated at this point and LBH, he's not the sexiest man alive, so why take a fashion risk?
CAROLINE: Plus, LBH, he's getting fat again.
RYAN: OK, is it just me or is Nick Nolte doing his best Jack Nicholson impression tonight? What's with the shades?
CAROLINE: I care not. But my favorite part of the night so far was catching a behind-the-scenes glance at P. Diddy get his coat lint brushed by an assistant.
RYAN: What do you think of Viola's hair? I know she's gotten press recently for going natural...
CAROLINE: Yeah, this surprised me. I'd seen some of the photos but didn't think she'd rock the au natural at the Oscars. To be honest, I prefer her with a weave - it's just more glam.
RYAN: Whoa Glenn Close. The jacket must be a nod to the androgyny of the role she's nominated for tonight. And that train!
CAROLINE: I think she looks good! She's working it for an older lady, and I love the color.
RYAN: We're getting close to the show. I think I'm ready to call my best dressed of the night - Gwyneth Paltrow, with Angelina a close second.
CAROLINE: Gwyneth does look great, and I'm hugely into Emma Stone's dress too. Love the red on her.
RYAN: And worst? Meryl doesn't look as ill-fitting as usual and she got the color right this year. Metallic is in, in, in. Viola's my pick for worst... it's not the right shade of green.
CAROLINE: I know it's probably un-P.C. to say this, but I just don't think Melissa McCarthy looks very good. Her dress makes her look like a Viking. I've seen her look much cuter.