pop culture doc: What the stars were thinking on the red carpet...

Beyonce: "No, the fact that everyone is talking about Jennifer Hudson instead of me doesn't bother me one single bit! Not at all! Why would you say that? Now watch my red carpet burlesque show!"

Sienna: "I am a grown-ass lady dressed as Heidi. And a shower curtain from the 70's. But no, I won't wear make-up. I'm clearly a minimalist."

Reese: "I am so boring. Like ridiculously boring. I'm playing Beatrix Potter, that's how effing boring I am for the love of God. There is no one more boring then me."

Jen: "Oh, I beg to differ."

Sienna: "No, seriously, LOOK AT MY HEAD, WHAT AM I DOING WITH MY LIFE."

Jeremy: "I really have to get back to the crypt now."

Angelina: "I'm bored. It's very, very exhausting to be this impossibly beautiful. I don't really know what to do at an award show when "make-out with your brother" isn't an option."

Patrick: "No, I have no idea why all of these women think I'm gorgeous. Have you seen my nose? And borderline Travolta hair? I look ridiculous."

David Bowie: "Why am I here with Angelina Jolie? Angelina: "This party sucks. Who the hell am I supposed to adopt here?

Beyonce: "STILL TOTALLY NOT INSECURE!

Hilary: "Please see my movie about high-school students struggling to succeed under adverse conditions. Disregard the fact that I myself dropped out of high school, and that Dangerous Minds already came out ten years ago."

Cameron: "I saw what happened to Britney after Justin dumped her. I, however, will not end up looking ridiculous. No, I will wear a toilet paper dress because I have DIGNITY."

Kyra: "I am 90 years old. That is all."

Big Love ladies: "We're like Charlie's Angels. If Charlie married all of his angels, they lived in Utah, and Farrah wore floor length jean skirts and french braids."

Chick from Grey's Anatomy: "Oh my God, PLEASE don't tell Elen Pompeo I'm here, just let me blend into the carpet, PLEASE. I'm kind of terrified of her and her clavicle."

Vanessa: "Ha, don't even think about getting snarky with this outfit. You're going to say something about me wearing a dead animal, right? Well, smart-ass: are you talking about my coat or my hair? See? Too smart for you."

Penelope: "No, I don't want to talk about the fact that I'm wearing the same dress as Cameron, but in a different color. Instead, let's discuss how Meryl Streep pronounced the name of my movie as "Volv-urr"."

Ugly Betty assistants: "Our show is both hilarious and heartwarming. Please watch it, because Jenn likes it and her tastes are impeccable. Also, Girl Assistant, aka Amanda, is in an Olive Garden commercial and that is hilar."