"Baby" a knockout.A shining boxer, life's dark blows

In many ways, Million Dollar Baby is a glorious throwback: It's a boxing movie, with pummeling and pathos, ringside drama and despair - a genre that goes back to the silents, that embraces everything from tough-guy tragedy to shameless tearjerker, from the hardscrabble realism of Body and Soul to the South Philly underdog dreams of Stallone's Rocky series.

But it's not just the casting of a woman - Hilary Swank, in a performance even more brilliantly turned than her Oscar-winning portrait in 1999's Boys Don't Cry - that makes Million Dollar Baby something more than a retro-feeling homage. (Girlfight, the 2000 indie with Michelle Rodriguez as a scowling Brooklynite who puts on boxing gloves, used an old-style fight-pic template in everything but its protagonist's gender.)

Directed by Clint Eastwood, and costarring Eastwood as the veteran trainer who takes on a toothy diner waitress who displays some talent in the ring, Million Dollar Baby serves up the conventions of the boxing movie with absolute finesse - with relish, even - and then goes deep and dark into themes that strike at the core of human experience.

Along the way, audiences are treated to three fully drawn, complex characters: Swank's trailer-park pugilist, Maggie Fitzgerald; Eastwood's Frankie Dunn, a weary soul who runs a shabby boxing gym in downtown L.A., and Morgan Freeman's Scrap, a retired fighter who pushes a broom around Frankie's gym - and pushes Frankie's buttons in sly, sage ways.

As a filmmaker, Eastwood, who learned from no-nonsense Hollywood storytellers like Don Siegel, keeps getting better. Like Unforgiven (his first teaming with Freeman) and Mystic River, the new picture takes its time, gives its actors room to breathe, and isn't afraid to strike a hokey note if it reveals something important. Real life, after all, is full of hokiness.

As an actor, Eastwood displays a vulnerability, and a deep-seated pain, that the stoic icon of all those westerns and cop flicks never dared. Frankie Dunn is a guy teaching himself Gaelic. He quotes from Yeats, and sneers unsympathetically at the skinny simpleton who hangs around his place, the Hit Pit. That character, "Danger" Barch, played by Jay Baruchel, is the film's weakest: a mawkish mascot there to milk sympathy, even though every boxing movie needs, and has, its deluded dreamer.

Frankie is a Catholic and a cynic, attending Mass on a daily basis, where he happily harasses the young priest with questions of doctrine and faith. And he is a failed father, with an estranged daughter, who finds redemption in the guise of the solitary woman who shows up at his door wanting to learn how to knock people silly.

As for Maggie, Swank brings both physical and psychological conviction to the role. On the far side of 30, with no friends and no future, she latches onto the notion of becoming a prizefighter with a doggedness and a gleam in her eye that will make you smile. In fact, it makes Maggie herself smile, and her sunny determination sets Frankie - who insists, at first, that she's too old to train, and anyway, he doesn't teach girls - to grit his teeth and grumble sideways (as only Eastwood can).

Freeman, watchful, discerning, presents an old man with holes in his socks and stories to tell, and does it with effortless-looking ease. The exchanges between Frankie and Scrap, full of unfinished sentences and affectionate insults, are a pleasure to witness: two seasoned colleagues, with decades of history, good and bad, behind them, jawboning and jousting - leaving the important stuff unsaid, because they don't have to say anything at all. Watching Eastwood and Freeman is, of course, a huge part of the thrill, but the two screen legends are both diligently into their roles.

Million Dollar Baby is a tricky thing to write about - or discuss, when you're with folks who haven't yet seen it. It doesn't follow the standard arc of a boxing-ring melodrama, and it doesn't leave you feeling pumped up and satisfied with the cheap triumphs of a Rocky-esque yarn. Eastwood and company have aimed for something far more complicated - and they've hit their target dead-on. This heartbreaking film, with its rich performances and simple eloquence, lays claim to greatness.

Contact movie critic Steven Rea

at 215-854-5629 or srea@phillynews.com.

Read his recent work at http://go.philly.com/stevenrea.

Million Dollar Baby

**** (out of four stars)

Produced by Clint Eastwood, Albert S. Ruddy, Tom Rosenberg and Paul Haggis, directed by Eastwood, written by Haggis, photography by Tom Stern, music by Eastwood, distributed by Warner Bros. Pictures.

Running time: 2 hours, 12 mins.

Maggie Fitzgerald. . . Hilary Swank

Frankie Dunn . . . Clint Eastwood

Scrap. . . Morgan Freeman

Parent's guide: PG-13 (violence, profanity, adult themes)

Playing at: Ritz Five (opening wider on Jan. 14)