Witherspoon won a close race over Felicity Huffman in a gender-bending performance as a transsexual in “Transamerica.”

“Oh, my goodness I never thought I’d be here in my whole life growing up in Tennessee,” said Witherspoon, who like co-star Joaquin Phoenix as Carter’s soul mate, country legend Johnny Cash, handled her own singing in “Walk the Line.”

“People used to ask June how she was doing, and she would say I’m just trying to matter. I know what she means,” said Witherspoon, who told the audience the Oscar made her feel she was doing work that matters.