Penelope Cruz, Anne Hathaway Top Oscars 2009 Fashion; Beyonce Member of Oscars Worst Dressed

One of the best parts of watching the Oscars, at least for the ladies, is the fashion. Whether it's oohing and awwing over the gowns or laughing hysterically, taking in the Red Carpet is always a good time.

Top Five Best Dressed

1. Penelope Cruz

Cruz certainly looked like a princess when she appeared on the red carpet in her stunning, vintage Balmain strapless gown. The dress, a form-fitting number swathed in tulle and lace, was perfectly matched by Cruz's simple accessories and elegant up-do.

2. Anne Hathaway

Hathaway has come a long way and on Oscars night, it definitely showed. The strapless Giorgio Armani dress, though white, was perfect and didn't wash her out. The lines of clear paillettes and sparkling Swarovski crystals didn't hurt either.

3. Taraji P. Henson

The Benjamin Button star definitely made the most of her first Oscars experience. She donned a strapless white Roberto Cavalli gown. The subtle layering of the dress definitely made a statement, as did the vintage 19^th-century Fred Leighton necklace.

4. Diane Lane

Though neither a presenter nor a nominee, Lane's fashion choice wowed all on the red carpet. The mermaid style Dolce & Gabbana dress was stunning and definitely stole our attention away from her Oscar-nominated husband, Josh Brolin.

5. Kate Winslet

While Winslet's Yves Saint Laurent gown wasn't as daring as many hoped it would be, it was still quite fetching. The steel gray color, accented by the black sash and lace overlay, definitely stood out on the red carpet, but it didn't make a lasting impression.

Top Five Worst Dressed

1. Beyoncé

Beyoncé has a nasty habit of picking the most unflattering gown whenever she has a red carpet invitation. Her label's House of Dereon Couture black gown looked almost painfully tight and the mermaid style did little to help matters. Neither did the gaudy gold print.

2. Mickey Rourke

Rourke wore a white John Paul Gaultier suit and black vest. While that would have been alright, the chain detail, sunglasses and choker made it a true Rourke classic. That's not a good thing.

3. Amy Adams

While Adams' Carolina Herrera gown is beautiful and one of the few spots of color we saw all evening, it was almost too red. Adams almost seemed to grow from the red carpet, the colors were so close. Her Fred Leighton necklace was also beautiful, but was overwhelming on Adams' tiny figure.

4. Jessica Biel

Biel's ivory Prada gown looked more like a bridesmaids dress bought off the rack and not properly fitted. The giant bow at the front only succeeded in dwarfing the tall actress and made her look frumpy at best.

5. Tilda Swinton

Swinton has always been more daring when it comes to fashion, but she should have just left her Lanvin gown on the rack. The long black skirt wasn't so bad, but the pale draped top knotted at the neck matched her skin tone and hair almost too perfectly.

2009 Oscars: Fashion Police, E!Online

Oscars Best and Worst Dressed 2009, AOL.com