Staying at the top of his game when most of his contemporaries have long since hung up their gloves, Clint Eastwood delivers another knockout punch with "Million Dollar Baby." As if "Unforgiven" and "Mystic River" weren't grave enough, this endlessly resourceful filmmaker goes just as dark and deep in this slow-burning drama of a determined female boxer and her hard-shelled trainer.

Staying at the top of his game when most of his contemporaries have long since hung up their gloves, Clint Eastwood delivers another knockout punch with “Million Dollar Baby.” As if “Unforgiven” and “Mystic River” weren’t grave enough, this endlessly resourceful filmmaker goes just as dark and deep in this slow-burning drama of a determined female boxer and her hard-shelled trainer, a tale Eastwood invests with rewarding reserves of intimacy, tragedy, tenderness and bitter life knowledge. “Mystic River” greatly surpassed anyone’s commercial expectations for a genuinely downbeat film, and Warner Bros. faces a similar challenge with this one to transform certain critical acclaim into winning box office.

With so much success behind him, Eastwood continues to fearlessly tackle disturbing material that offers no assurance of public acceptance. He’s got a lot on his mind — mortality, moral decisions, living with mistakes and what one makes of one’s short time on earth — and he continues to hone his filmmaking style in a way so highly refined it approaches the abstract.

Based primarily on a 40-page story called “Million $$$ Baby” that was one of six brilliant short stories by veteran boxing cut-man F.X. Toole published in 2000 under the title “Rope Burns: Stories From the Corner,” Paul Haggis’ script is centered on the low-rent but homey downtown Los Angeles gym run by old school boxing sage Frank (Eastwood). Absent any family (the weekly letters he sends to his estranged daughter are always returned) and still hungry for a fighter who could go to the top, Frank has placed his hopes on a talented heavyweight (Mike Colter) who, just when he’s poised for a title shot, dumps the patient trainer who brought him to the brink of greatness for a more financially savvy manager.

Frank is a complicated old guy. Ornery, cantankerous and abrasive, he can be especially rough on his closest friend, Scrap (Morgan Freeman), a one-eyed former fighter who lives at the gym and looks after it. A regular churchgoer, Frank has become such a nudge, with all his doubting questions, that his priest (Brian O’Byrne) would rather he stay away. Just as he tries to maintain his link with Catholicism, he also tries to maintain a bridge to his Irish heritage by studying Gaelic and reading Yeats.

Frank is none too welcoming when self-described hillbilly Maggie (Hilary Swank) turns up at the gym and begins cajoling him to train her(all the other young boxers are black or Latino). He uses every excuse to discourage Maggie: He doesn’t take on “girls”; at 31, she’s too old; she doesn’t even know how to punch a heavybag or a speedbag. Waitressing and living on pennies, Maggie, with a little help from Scrap, finally wears down Frank’s resistance.

Maggie is betting her life on boxing. She has decided the sweet science represents her one shot at a life better than the lives of her welfare-grubbing trailer trash mother and siblings. Sensing, like her, the obvious surrogate father-daughter bond growing between them, Frank begins to respect her, and his regard increases when she starts mowing down club fight opponents.

For awhile, “Million Dollar Baby” may appear to be headed for female “Rocky” territory, a story of a young long-shot paired with an old bag of damaged goods who, through mutual reinforcement, make it to the top together. But those familiar with Toole’s story will know better, and anyone who has followed Eastwood’s work will realize the director couldn’t be bothered with a story that simplistic.

Script by Haggis, a longtime TV writer whose directorial debut, “Crash,” preemed at the Toronto fest, provides the piece with a perfectly balanced three-act structure, although he has somewhat diluted the piss-and-vinegar of Toole’s gritty prose. And unlike the volatility of the racial issues in “Crash” and Toole’s work, Eastwood, as usual, approaches them so matter-of-factly as to render them irrelevant.

But Eastwood and Haggis never take their eyes off the heart of the matter. At center, this is the story of two people, one 40 years older than the other, who have no one but each other — if they drop their guard enough to let the other in. Frank’s regrets and doubts in life eat at him every day, while Maggie’s determination never to crawl back to mama means she’s got to make it on her own.

Which she does, up to a point.

Her series of almost instantaneous KOs is presented in an invigoratingly comic manner. But after Maggie returns from Europe as a star with an impassioned (and largely Irish) following, tragedy quickly follows, sending the film in an unexpectedly emotional and rarefied direction that, had it been mined for pure heart-tugging potential, would have been unbearably sentimental. But Eastwood is made of sterner stuff, and the sobriety, restraint and clear-eyed honesty with which he treats this final section elevates the film to a moving and resonant realm.

The life-or-death drama pushes to the brink and beyond the crucial character issues carefully planted early on. Frank’s faith, quickness to assign blame and way of dealing with regret are thrown into question by all that is suddenly at stake. He also finds a way to cut through his anger and self-protection to clearly consider the most momentous decision of his life.

Sounding like an old truck grinding down a deep-rutted gravel road, Eastwood the actor breezes through the easy gruffness with which Frank at first dismisses Maggie, and the nagging banter in which he and Freeman’s Scrap engage like a forever-married couple. But he goes much further, his scrunched visage and too-ready answers portraying a perennial anxiety, his bedtime prayers and tearful encounter with the priest exposing a man never free of his demons. Surprisingly vulnerable, his performance here stands as one of his most distinctive and urgently felt.

Having gotten into strong-looking but not, fortunately, designer-buff shape for her role, Swank more than holds her own in the gym and up against real fighting babes in the ring. She also impresses as an uneducated lower-class woman who has fixed upon one big idea to drive her life, but whose heart and natural generosity give her equilibrium when confronted with adversity.

Freeman is utterly credible as the grizzled old gladiator. As far as the characterizations are concerned, the only reservations pertain to the unanswered question of what Maggie has been doing for the past decade (in the story, she’s done a substantial stretch of small-time fighting on her own) and to a simpleton named Danger who hangs out at the gym and whose fantasies of boxing are indulged by Scrap and others; Danger smacks too much of similar sentimentalized characters in ’50s drama and television.

Eastwood’s style is so concentrated and pared down here that he hardly bothers with such expected niceties as local color and location establishment; he just jumps right into the emotional life of his characters. Vet production designer Henry Bumstead creates most of the atmosphere with his lived-in gym set, and lenser Tom Stern goes daringly dark at times in work that helps illuminate the characters. Eastwood himself has provided a score notable for spare simplicity.

Million Dollar Baby

Production

A Warner Bros. release presented in association with Lakeshore Entertainment of a Malpaso production. Produced by Clint Eastwood, Albert S. Ruddy, Tom Rosenberg, Paul Haggis. Executive producers, Gary Lucchesi, Robert Lorenz. Co-producer, Bobby Moresco. Directed by Clint Eastwood. Screenplay, Paul Haggis, based upon stories "Rope Burns: Stories From the Corner" by F.X. Toole.

Crew

Camera (Technicolor, Panavision widescreen), Tom Stern; editor, Joel Cox; music, Eastwood; production designer, Henry Bumstead; art director, Jack G. Taylor Jr.; set designers, Joseph G. Pacelli, Gary A. Lee; set decorator, Richard C. Goddard; sound (Dolby Digital/DTS/SDDS), Walt Martin; supervising sound editor, Alan Robert Murray; costume designer, Deborah Hopper; assistant director, Robert Lorenz; casting, Phyllis Huffman. Reviewed at Directors Guild of America, Los Angeles, Nov. 22, 2004. MPAA Rating: PG-13. Running time: 132 MIN.

With

Frankie Dunn - Clint Eastwood Maggie Fitzgerald - Hilary Swank Eddie Scrap-Iron Dupris - Morgan Freeman Shawrelle Berry - Anthony Mackie Danger Barch - Jay Baruchel Big Willie Little - Mike Colter Billie "The Blue Bear" - Lucia Rijker Father Horvak - Brian O'Byrne Earline Fitzgerald - Margo Martindale Mardell Fitzgerald - Riki Lindhome

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