Hilary Swank showed signs of becoming one of those actresses who wins an Academy Award then fades into a succession of forgettable roles. But with Clint Eastwood?s Oscar-winning ?Million Dollar Baby,? she makes a comeback worthy of Muhammad Ali, playing a woman hoping to rise above her hard-knock life by training as a boxer.

Barely a year after the release of ?Mystic River?, Eastwood delivers a second consecutive drama that fearlessly probes the shadows of human morality without falling back on easy answers.

Along with Swank, who added a second best-actress Oscar after winning one for ?Boys Don?t Cry?, Eastwood received an Oscar for direction and co-star Morgan Freeman won an Academy Award for supporting actor.

Adapted from short stories by former boxing ?cut man? F.X. Toole, the screenplay by Paul Haggis crackles with tough-guy dialogue and insightful street wisdom.

Eastwood plays lovably irascible gym owner and boxing trainer Frankie Dunn, a guilt-ridden man with an estranged daughter and a host of personal sins for which he cannot find atonement, despite attending Mass each morning.

Frankie?s gym attracts hard-luck cases, including ex-fighter Eddie ?Scrap-Iron? Dupris (Freeman) ? Scrap for short ? who makes an ascetic home in the gym back room and fills a variety of roles from cleaning toilets to mentoring up-and-coming athletes.

After a fighter Frankie has groomed for a title shot jumps ship to another manager, a new contender enters his life, Maggie Fitzgerald (Swank). A waitress with a harsh upbringing behind her and nothing but a lifetime of bad tips ahead, Maggie turns to boxing, the only thing she ever felt good doing.

Frankie initially scorns her desire to fight, saying the thirtysomething Maggie is too old to train and that competitive boxing among women is a fad, the ?latest freak show out there.?

Scrap takes pity on Maggie and tosses her some nuggets of advice. And gradually, Frankie is sucked in, too, first by exasperation over Maggie?s coarse boxing form, later by her indomitable high spirits and tenacity, which come packaged with a natural ability to punch opponents? lights out.

Maggie?s transition from clumsy combatant to potential champion is abrupt but easy enough to accept given the exuberance of the film?s second act, when she and Frankie fall into a delightful surrogate father-daughter relationship and she becomes the darling of fight crowds.

Just when it seems the film will wrap up as a satisfying ?Rocky?-like chick flick, ?Million Dollar Baby? turns deep and dark, presenting a harsh ethical dilemma that coaxes potently raw performances from Eastwood and Swank.

Eastwood and Freeman fall back into the same easy camaraderie they demonstrated in the director?s dark Western ?Unforgiven?. Freeman?s voice-overs, delivered with austere detachment, serve as an emotional anchor and nicely complement the action.

The score by Eastwood, with orchestration by his longtime collaborator Lennie Niehaus, provides a suitably forlorn musical backdrop reminiscent of the sparse tones of ?Unforgiven?.

The closing image ? in its equivocal tone, at least ? also harks back to the uncertain ending of that great Western.

At 74, Eastwood has hit a late-career stride. With nothing to prove to anyone, he?s willing to tackle ambivalent characters and bleak moral questions rarely seen in Hollywood films.

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