Best Picture
YOU CAN'T TAKE IT WITH YOU (1938)	The Adventures of Robin Hood (1938)	Alexander's Ragtime Band (1938)	Boys Town (1938)	The Citadel (1938, UK)
Four Daughters (1938)	La Grande Illusion (1937, Fr.) (aka Grand Illusion)	Jezebel (1938)	Pygmalion (1938, UK)	Test Pilot (1938)

Actor:
SPENCER TRACY in "Boys Town", Charles Boyer in "Algiers", James Cagney in "Angels With Dirty Faces", Robert Donat in "The Citadel", Leslie Howard in "Pygmalion"
Actress:
BETTE DAVIS in "Jezebel", Fay Bainter in "White Banners", Wendy Hiller in "Pygmalion", Norma Shearer in "Marie Antoinette", Margaret Sullavan in "Three Comrades"
Supporting Actor:
WALTER BRENNAN in "Kentucky", John Garfield in "Four Daughters", Gene Lockhart in "Algiers", Robert Morley in "Marie Antoinette", Basil Rathbone in "If I Were King"
Supporting Actress:
FAY BAINTER in "Jezebel", Beulah Bondi in "Of Human Hearts", Billie Burke in "Merrily We Live", Spring Byington in "You Can't Take it With You", Miliza Korjus in "The Great Waltz"
Director:
FRANK CAPRA for "You Can't Take It With You", Michael Curtiz for "Angels With Dirty Faces", Michael Curtiz for "Four Daughters", Norman Taurog for "Boys Town", King Vidor for "The Citadel"

Many of the major Oscar winners in 1938 were repeat winners: Frank Capra (with his third Best Director award), Spencer Tracy (with his second Best Actor award), Bette Davis (with her second Best Actress award), Walter Brennan (with his second Best Supporting Actor award), and Walt Disney (with his seventh Best Short Subject: Cartoon award).

George S. Kaufman's and Moss Hart's Pulitzer Prize-winning and hit Broadway stage play, You Can't Take It With You was adapted to the screen by Robert Riskin. It was a remarkable win to have a comedy take the top prize. The zany film had seven nominations and two wins - for Best Picture and Best Director. Frank Capra's uninspired, but light-hearted and wacky filmed-version of the popular Broadway comedy, with a great cast, told about the eccentric, free-spirited, and madcap Vanderhof family living in a big house in an ethnic Manhattan neighborhood (led by the patriarchal, tax-dodging Grandpa Lionel Barrymore), including a mystery novel writer (Spring Byington), an aspiring ballet dancer (Ann Miller), and other bizarre members. The hilarity increases when the grand-daughter of the house Alice Sycamore (Jean Arthur), who works at a bank with the reluctant vice president and her beau Tony Kirby (James Stewart), invites his ultra-conventional, Wall Street, millionaire tycoon parents - the Kirbys (Edward Arnold plays the powerful, ruthless banker/father and his snobbish wife is performed by Mary Forbes) as dinner houseguests.

Only one of the excellent performers in the winning film was nominated for an Oscar - Spring Byington as Best Supporting Actress.

Capra took home his third Best Director Award in five years for the film. [Capra's previous wins were for It Happened One Night (1934) and Mr. Deeds Goes to Town (1936). James Stewart was un-nominated, but his performance marked the beginning of a profitable collaboration between the two. It was the first of James Stewart's three films for Capra - the other two were Mr. Smith Goes to Washington (1939) and the Christmas holiday classic It's A Wonderful Life (1946).]

A wide variety of other films were nominated for Best Picture in 1938:

• the beautiful, spectacular swashbuckler/adventure film with Errol Flynn in the title role - director Michael Curtiz' film The Adventures of Robin Hood (with four nominations and three wins - Best Art (Interior) Direction, Best Original Music Score, and Best Film Editing)
• director Henry King's Alexander's Ragtime Band (with six nominations and one win - Best Score for Alfred Newman) - a backstage musical about two songwriters (Don Ameche and Tyrone Power) who battle for co-star Alice Faye's affections
• director Norman Taurog's Boys Town (with five nominations and two wins - Best Actor and Best Original Story) about Father Flanagan's creation of a juvenile boys home
• director King Vidor's version of A. J. Cronin's novel, The Citadel (with four nominations and no wins) about a young British doctor who is corrupted by treating wealthy hypochondriacs
• director Michael Curtiz' romantic tearjerker Four Daughters (with five nominations and no wins) about the lives and loves of the four daughters of a music professor
• director William Wyler's high-budget film based on Owen Davis Sr.'s play, Jezebel (with five nominations and two wins - Best Actress and Best Supporting Actress) - a pre-Civil War drama about a selfish, stubborn Southern belle
• the co-director's (Anthony Asquith and Leslie Howard) British film Pygmalion (with four nominations and one win - Best Screenplay), a film adaptation of George Bernard Shaw's brilliant screenplay about a transformed Cockney flower-girl
• director Victor Fleming's aviation drama Test Pilot (with three nominations and no wins) about a daring test pilot (Clark Gable), his farm girl wife (Myrna Loy) and his devoted mechanic (Spencer Tracy)
• Jean Renoir's anti-war masterpiece Grand Illusion (with only one nomination) - it was the first foreign language film to receive a Best Picture nomination - it wasn't until 1956 that a separate Foreign Language Film award category was established [This also marked only the second time that a foreign language film had been nominated in any category, the first being a nomination for Best Art Direction to René Clair's À Nous la Liberté (1931/32). The next (second) foreign film to be nominated for Best Picture, over thirty years later, was Z (1969).]

The Best Picture category would have been better served if one of these three nominated films had won instead: The Adventures of Robin Hood, Jezebel, or Renoir's Grand Illusion. Michael Curtiz was nominated as Best Director for two films this year: Angels With Dirty Face and Four Daughters - and he lost both awards to Frank Capra -- but was not nominated as Best Director for the superior The Adventures of Robin Hood. [Note: A rule change was made in 1939 as a result of Curtiz' two nominations -- directors could be nominated for only one motion picture in a single year.]

Spencer Tracy (with his third consecutive nomination and second Oscar) won the Best Actor award for his performance as real-life Father Edward J. Flanagan, founder and head of a refuge community (reform school) outside Omaha Nebraska dedicated to helping juvenile delinquent, tough and homeless boys in MGM's idealistic Boys Town. In the remainder of his career, Tracy received six more nominations, including a posthumous one for his last film Guess Who's Coming to Dinner (1967), but he never won another Oscar. Tracy's Best Actor award defeated the following four nominees:

• James Cagney (with his first of three career nominations) and his career-greatest performance as convicted killer Rocky Sullivan in Michael Curtiz' Angels With Dirty Faces
• Charles Boyer (with his second of four unsuccessful nominations) as the notorious thief Pepe Le Moko in hiding (and in a tragic love affair with Hedy Lamarr - in her American film debut) in director John Cromwell's Algiers (with four nominations and no wins)
• Leslie Howard (with his second and last unsuccessful nomination) as phonetics Professor Henry Higgins in Pygmalion
• Robert Donat (with his first nomination) as a young British doctor named Andrew Manson in The Citadel

Following her Best Actress win in 1935 for Dangerous, Bette Davis won her second (and last) Best Actress Oscar for her costume role in Jezebel as the willful, headstrong Southern belle Julie who scandalizes pre-Civil War New Orleans and disgraces herself with her red dress (opposite beau Henry Fonda and George Brent). Bette Davis would be nominated eight more times - for a career total of ten - but she wouldn't win again. One of Davis' competing nominees was Jezebel co-star Fay Bainter (with her first/second nomination) as Claude Rains' cook-housekeeper Hannah Parmalee in director Edmund Goulding's White Banners (the film's sole nomination). [Bainter was the first performer to receive simultaneous nominations in both the lead and supporting acting categories in the same year - see below.]

The remaining Best Actress nominees were Norma Shearer (with her sixth and last nomination) as Marie Antoinette in director W.S. Van Dyke's costume drama about the French queen, Marie Antoinette (with four nominations and no wins), Margaret Sullavan (with her sole nomination) as co-star Robert Taylor's tubercular-ailing wife Pat Hollmann in post-war Germany in director Frank Borzage's film based on Erich Maria Remarque's novel Three Comrades (the film's sole nomination), and Wendy Hiller (with her first nomination) as harsh-accented flower girl Eliza Doolittle in Pygmalion. [Hiller was the first British actress to be nominated for a performance in a British film.]

Walter Brennan won his second Best Supporting Actor award as scruffy horsebreeder Peter Goodwin, Loretta Young's father in 20th Century Fox's and director David Butler's Kentucky (the film's sole nomination). It was Brennan's second win in a three year old category! The film was one of six films Brennan made in 1938. The other Best Supporting Actor nominees were:

• John Garfield (with his first of two unsuccessful nominations) as jaded and cynical songwriter Mickey Borden in Four Daughters
• Gene Lockhart (with his sole career nomination) as police informer Regis in Algiers
• Robert Morley (with his sole career nomination in his debut Hollywood film) as King Louis XVI in Marie Antoinette
• Basil Rathbone (with his second and final unsuccessful nomination) as King Louis XI in If I Were King

Broadway star Fay Bainter (with her first/second nomination and her only Oscar) won the Best Supporting Actress award for a supporting role as Bette Davis' non-abandoning Aunt Belle Massey in Jezebel. The other Best Supporting Actress nominees were:

• Beulah Bondi (with her second and last unsuccessful nomination) as frontier preacher's wife Mary Wilkins (co-star Walter Huston's wife and James Stewart's mother) in director Clarence Brown's Of Human Hearts (the film's sole nomination)
• Billie Burke (with her sole career nomination) as wealthy matron Mrs. Emily Kilbourne who hires a writer as a butler in director Norman Z. McLeod's light comedy Merrily We Live (with five nominations and no wins)
• Spring Byington (with her sole career nomination) as eccentric mystery novel writer Penny Sycamore in You Can't Take It With You
• Miliza Korjus (with her sole career nomination) as Carla Donner - soprano singer/temptress of musical composer Johann Strauss in MGM's and director Julien Duvivier's The Great Waltz (with three nominations and one win - Best Cinematography)

Two young performers were given Special Awards: Mickey Rooney and Deanna Durbin. They were the first recipients of the special juvenile award, distinguished by a miniature statuette. Walt Disney earned his seventh (consecutive) Short Subject: Cartoon award for Ferdinand the Bull.

To compensate for the oversight concerning Walt Disney's full-length animated masterpiece the previous year, Snow White And The Seven Dwarfs (1937) was recognized "as a significant screen innovation which has charmed millions and pioneered a great new entertainment field for the motion-picture cartoon." Disney was awarded a regular statuette alongside a row of seven miniature Oscars.

Oscar Snubs and Omissions:

Although Michael Curtiz was nominated as Best Director for two films this year, he was inexplicably denied a Best Director nomination for his best film, The Adventures of Robin Hood. And Alfred Hitchcock was not nominated as Best Director for The Lady Vanishes - a film entirely neglected by the Academy. A nomination for Best Director for Jean Renoir for the Best Picture-nominated Grand Illusion was also lacking.

The biggest slights were the following omissions:

• a Best Actor nomination for Errol Flynn as the definitive Robin Hood in The Adventures of Robin Hood
• an acting nomination for Basil Rathbone for his role as Sir Guy in The Adventures of Robin Hood [Rathbone was nominated as Best Supporting Actor, but it was for the wrong film - If I Were King]
• nominations for both Katharine Hepburn (as wacky heiress Susan Vance) and Cary Grant (as bespectacled zoologist David Huxley) in Howard Hawks' screwball comedy Bringing Up Baby - Baby was the name of Susan's pet leopard
  [Note: by the way, they both missed nominations in another screwball comedy in the same year - Holiday.]