"Brokeback Mountain" stars Anne Hathaway and Michelle Williams are up for the Best Female Lead prize at the Spirit Awards in February.

The ladies of the 2005 romantic-drama flick are both nominated for an acting nod for their films: Hathaway as a recovering drug addict in "Rachel Getting Married," and Williams as an alienated woman with a dog for companion in "Wendy and Lucy."

"Rachel Getting Married" leads indie films with 6 nominations, along with "Ballast" and "Frozen River."

Sean Penn's performance as the late gay politician Harvey Milk in "Milk" has earned him a nod for Best Male Lead. He will be competing against Javier Bardem for "Vicky Cristina Barcelona," Richard Jenkins for "The Visitor," Jeremy Renner for "The Hurt Locker," and Mickey Rourke for "The Wrestler."

The 2008 Spirit Awards, which honors films that cost less than million to make, will be held on February 21, a day before the Oscars.

The nominees are:

Best Feature:

- "Ballast"

- "Frozen River"

- "Rachel Getting Married"

- "Wendy and Lucy"

- "The Wrestler"

Best Female Lead:

- Summer Bishil, "Towelhead"

- Anne Hathaway, "Rachel Getting Married"

- Melissa Leo, "Frozen River"

- Tarra Riggs, "Ballast"

- Michelle Williams, "Wendy and Lucy"

Best Male Lead:

- Javier Bardem, "Vicky Cristina Barcelona"

- Richard Jenkins, "The Visitor"

- Sean Penn, "Milk"

- Jeremy Renner, "The Hurt Locker"

- Mickey Rourke, "The Wrestler"

Best Supporting Female:

- Penelope Cruz, "Vicky Cristina Barcelona"

- Rosemarie DeWitt, "Rachel Getting Married"

- Rosie Perez, "The Take"

- Misty Upham, "Frozen River"

- Debra Winger, "Rachel Getting Married"

Best Supporting Male

- James Franco, "Milk"

- Anthony Mackie, "The Hurt Locker"

- Charlie McDermott, "Frozen River"

- JimMyron Ross, "Ballast"

- Haaz Sleiman, "The Visitor"

Best Director:

- Ramin Bahrani, "Chop Shop"

- Jonathan Demme, "Rachel Getting Married"

- Lance Hammer, "Ballast"

- Courtney Hunt, "Frozen River"

- Tom McCarthy, "The Visitor"

Best First Feature:

- "Afterschool"

- "Medicine for Melancholy"

- "Sangre de mi sangre"

- "Sleep Dealer"

- "Synechdoche, New York"

Best Screenplay:

- Woody Allen, "Vicky Cristina Barcelona"

- Anna Boden and Ryan Fleck, "Sugar"

- Charlie Kaufman, "Synecdoche, New York"

- Howard A. Rodman, "Savage Grace"

- Christopher Zalla, "Sangre de mi sangre"

Best Cinematography:

- Maruse Alberti, "The Wrestler"

- Lol Crawley, "Ballast"

- James Laxton, "Medicine for Melancholy"

- Harris Savides, "Milk"

- Michael Simmonds, "Chop Shop"

Best Documentary:

- "The Betrayal"

- "Encounters at the End of the World"

- "Man on Wire"

- "The Order of Myths"

- "Up the Yangtze"

Best Foreign Film:

- "The Class" (France)

- "Gomorra" (Italy)

- "Hunger" (U.K./Ireland)

- "Secret of the Grain" (France)

- "Silent Light" (Mexico/France/Netherlands/Germany)

Robert Altman Award:

- "Synecdoche, New York"