Million Dollar Baby is hardly the sort of trifle you used to find in a five-and-ten-cent store. The plot takes place 180 degrees from Fluffville-in a seedy downtown L.A. gym where a variety of life's losers exercise what's left of their dreams. You should know the environs well from Fat City and The Set-Up.

It's a hard film to write about, because it packs a powerful sucker-punch that shouldn't be telegraphed. Suffice it to say, you think you've boarded one of those Rocky rides where the underdog battles his (in this case, her) way into the championship ranks-more often than not, to the inspirationally soaring strains of a Bill Conti score. To a limited, uplifting degree, that is just what happens when a grizzled boxing trainer, himself knocked out of the ring and into ringside status, takes on a 31-year-old female boxer with grit and heart.

So far, so good. Then the plot knocks the props out from under you, and you find yourself in a totally different genre where these polar opposites, separated by taste, experience and four decades, must assess their messy lives and address a mutual tragedy. The word love doesn't pass between them, but that's what is going on-not the typical man-woman mix, but a more complicated and complete kind of bonding that's nigh-impossible to film.

Fortunately, a knowing veteran is calling the shots here-Clint Eastwood, who is clearly gunning for another load of Oscars as he did in 1992 with Unforgiven and last year with Mystic River. The bravest thing about his direction here is the gentle way he takes his time with these damaged individuals, almost marinating them until they are audience-friendly. The unrushed pacing, as befits such a leisurely character-soak, is appreciated and not at all problematic-plus, it pays big dividends in the homestretch.

Eastwood lopes along with a stooped unsteadiness as the crusty trainer who reluctantly agrees to train his first "girlie" for the ring. (Think Burgess Meredith-meets-Girlfight.) The trademark rasp he developed in westerns has now officially lapsed into a wheeze, but it works wonderfully well for the character he is playing. It's easily the best performance of his career and a valedictory piece of acting worthy of serious Oscar consideration.

As the protégé who badgers him into her corner, Hilary Swank is all spark and spunk, going for the main chance to shake her trailer-trash roots and diner-waitressing routine. And she's just as effective in the harrowing last act when the film skids into tragedy.

Most of the picture is the interplay between these two as they gradually come to realize how much they need each other. She's a surrogate for the daughter who has long ago turned her back on him and returns his weekly letters to him unopened. He slowly falls into place as a father figure, replacing the cruel blood-kin that exploit and abuse her.

There is a third character of import, another ex-boxer whom Eastwood has guiltily hired to run his gym. (His backstory is equally grim.) Played straight-on in a less flashy but no less artful key by Morgan Freeman, Eddie "Scrap Iron" Dupris functions as an emotional referee who brings this improbable pair together and keeps them there.
Eastwood has already won the New York Film Critics Award for his direction of this richly rewarding, powerfully emotional tale. You might not find a better film all year.