4 StarsEd Johnson-Ott

This is not a boxing movie. Rather, it is a film about three boxers. They function as an ersatz family, though they would likely bristle at the description. They live in an underworld of sweat and liniment, of ambitions knocked to the floor. The rich, dark production is the 25th directorial turn by Clint Eastwood and is perhaps his best work yet. Navigating through clichés with assurance, he offers clipped prose while searching, successfully, for those moments of beauty, satisfaction and redemption that can occur in even the most brutal of lives. Clint Eastwood as Frankie and Hilary Swank as Maggie

Paul Haggis wrote the screenplay, which is based on a short story from Rope Burns: Stories from the Corner, a fact-based collection by longtime cutman and fight manager Jerry Boyd, who began writing at age 70 using the pen name F.X. Toole.

Eastwood, who wrote the unobtrusive, but effective score, also stars as Frankie Dunn, a grizzled old Irish Catholic cuss who owns a boxing gym in downtown Los Angeles. With no biological family aside from a daughter who can't stand him, he keeps mostly to the gym, training the occasional boxer and growling at anyone foolish enough to be intrusive. As far as friends go, he appears to have only two. The first is Father Horvak (Brian O'Byrne), whom he drives crazy after Mass most days with his incessant questions of logic about matters of faith.

The second is Eddie "Scrap-Iron" Dupris (Morgan Freeman), "Scrap" to you, an ex-boxer who manages the gym. Scrap is also an old coot, but he is far less grizzled. Though he maintains his tough-as-nails front, he is also something of a mother hen, tending rough, but fairly, to the fighters that frequent the place. Scrap is the man who breaks it up when a pair of young toughs set their cruel sights on Danger Barch (Jay Baruchel), a mentally-retarded guy who dreams of being a boxer.

He also is the man who lends a sympathetic ear to pro-boxer wannabe Maggie Fitzgerald (Hilary Swank). Maggie is a hillbilly - the cinematic offspring of Gomer Pyle and Elly May Clampett - who is timid when expressing herself verbally and an undisciplined powerhouse when the gloves are on. More than anything, she wants Frankie to manage her, but he instantly dismisses her pleas (she is too old at 31, and besides, he doesn't train "girlies"). So she turns to Scrap for help with her quest, and he soon decides to turn his persuasive ways toward his old friend Frankie.

So there you have your dynamic: Frankie, the gruff, emotionally distant father; Scrap, the tough, but caring mother; plus Danger and Maggie, the two damaged children. Actually, after adding some color and helping to establish the familial relationships, Danger fades far into the background, leaving the film as a three-character drama.

As far as the plot, all I will tell you is this: If you think you know where the story is headed, you are mistaken.

My only complaint with the film would be with Maggie's family, a pack of vile rednecks that come dangerously close to being cartoons. They are convincing, to be sure, and their brief moments in the film further the story appropriately, but they seem like awfully broad sketches for a movie that creates such finely detailed portraits of its lead characters.

As for the performances of Morgan Freeman, Hilary Swank and Clint Eastwood, I'll skip the usual barrage of adjectives and just tell you that they are as good as it gets. And, for those who appreciate challenging drama, so is the film.

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