This week on And the Runner-Up Is, Kevin welcomes film critic Mattie Lucas to discuss the 2005 Oscar race for Best Actress, where Reese Witherspoon won for her performance in "Walk the Line," beating Judi Dench in "Mrs. Henderson Presents," Felicity Huffman in "Transamerica," Keira Knightley in "Pride & Prejudice," and Charlize Theron in "North Country." We discuss all of these nominated performances and determine who we think was the runner-up to Witherspoon.

0:00 - 9:02 - Introduction

9:03 - 22:26 - Judi Dench

22:27 - 53:26 - Felicity Huffman

53:27 - 1:12:54 - Keira Knightley

1:12:55 - 1:27:22 - Charlize Theron

1:27:23 - 1:45:50 - Reese Witherspoon

1:45:51 - 2:43:06 - Why Reese Witherspoon won / Twitter questions

2:43:07 - 2:48:20 - Who was the runner-up?

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Theme/End Music: "Diamonds" by Iouri Sazonov

Additional Music: "Storming Cinema Ident" by Edward Blakeley

Artwork: Brian O'Meara