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At 74, Clint Eastwood still has some tricks up his sleeve, including, when he wants it, a knockout punch of shattering force.

"Million Dollar Baby" - in which Eastwood admirably returns as director, producer and lead actor after shucking star duties in last year's instant classic "Mystic River" - is a tough, pungent boxing drama with a delayed-action wallop. The movie is one of Eastwood's best, but it fools you. Starting out as if it were another "Rocky"-style boxing Cinderella story, with Hilary ("Boys Don't Cry") Swank as 31-year-old ring hopeful Maggie Fitzgerald, "Baby" suddenly switches gears, and turns dark and heartbreaking in its final act.

Before that sudden, shocking turnaround, Eastwood's movie and his performance as trainer Frankie Dunn almost lull us, with their grizzled amiability, their comforting professionalism and likable familiarity.

At first, "Million Dollar Baby" carries a mixed ring of truth and seeming cliche. The source of Paul Haggis' script is a boxing story by "F.X. Toole" the pseudonym of actual fight manager/cut man (or first-aid corner man) Jerry Boyd. And though Toole's original story, published when he was 70, has the gritty, authoritative feel that mark the great boxing fiction of Ernest Hemingway or Leonard Gardner ("Fat City"), it also skirts the edge of formula.

Eastwood also plays a cut man here: 70ish, ring-savvy Frankie, who runs a little Los Angeles gym and occasionally trains and manages fighters, the last of whom was a heavyweight contender who left him at the top, Big Willie Little (Mike Colter), and the latest of whom will be ex-hillbilly waitress Maggie. On the surface a genial old guy with an engagingly raspy voice and take on life, surrounded by a variety of gym rats and would-be pugilists (Anthony Mackie as the obnoxious Shawrelle Berry, Jay Baruchel as the ridiculously ungifted "Danger" Barch), Frankie isn't what he seems.

Scarred with guilt because of a longtime unexplained alienation from his own daughter, Frankie has become an obsessive heckler of the local Catholic pastor (Brian O'Byrne), ) and is also haunted by failures and tragedies in the ring. Though a fine trainer, he was never able to bring his boxers to the highest levels and title shots; some of them were beaten badly. One of the most bloodied of his boxers narrates the movie: best buddy Eddie "Scrap-Iron" Dupris (Morgan Freeman). Scrap now helps with the gym, but once he was another contender, before suffering permanent eye damage when Frankie threw in the towel too late in one of his fights.

Maggie seemingly offers Frankie redemption and even a symbolic father-daughter relationship, even though, as the script shows, redemption can be a sucker punch. Heavily discouraged by Frankie, Maggie first seems as unreasonably self-confident as the gym joke, a skinny no-talent Danger. But her anger, work ethic and physical ability win out.

And Maggie persuades Frankie to train her and to take her corner in a series of fights, very excitingly staged, that improbably take her to the brink of a crown. Her unsportsmanlike opponent: champ Billie "The Blue Bear" (played by real-life boxing pro Lucia Rijker).

What finally happens, however, is no Cinderella story-as Eastwood's largely downbeat output since 1988's "Bird" would have led you to predict. "Million Dollar Baby" is a boxing drama without last-minute triumphs or wish fulfillment scenarios, a love story without sex or romance. The movie doesn't lack redemption, but it's not the easy kind offered by Sylvester Stallone in "Rocky" or the social uplift of Rod Serling in "Requiem for a Heavyweight." The ending here smacks of blood and sweat - and tears too.

"Baby" has the taut, grim, cold look of a noir out of time. Designed with a flawless eye by 89-year-old old production designer Henry Bumstead (Hitchcock's eye on "Vertigo" and other movies), it becomes a classic Eastwood movie. And Frankie becomes a classic Eastwood role: a likable, seasoned but tormented old pro who seems the exact opposite of the cocky, deadly young bounty killer part C.E.Eastwood rode to superstardom in Sergio Leone's '60s westerns.

Most characteristic of the director-star is the way he throws the spotlight on his colleagues - notably Swank, who gives Maggie an engaging white trash brashness and energy to go with her and a painful ambition.

Even brighter, Eastwood spotlights on Freeman, who narrates "Baby" with the same beatific calm and all-knowing resonance with which he framed and ennobled "The Shawshank Redemption." Swank and Freeman are both often more powerful than their mentor here - and that's almost certainly what he wanted.

Right up to its sudden plunge into darkness and beyond, "Million Dollar Baby" achieves a mellowness and melancholy that recalls the jazzy dissonance of director (and here, composer) Eastwood's best work: "The Outlaw Josey Wales," "Bird," "Unforgiven" and "Mystic River."

As for actor Eastwood, it's a pleasure to see him in the saddle again: to watch how, in maturity and old age, he still commands the screen so effortlessly, still makes his co-workers shine so brightly and still, as always, delivers in the last rounds.

"Million Dollar Baby"

Directed by Clint Eastwood; written by Paul Haggis, based upon the story "Million $ $ $ Baby" and others in "Rope Burns: Stories From the Corner" by F.X. Toole; photographed by Tom Stern; edited by Joel Cox; production designed by Henry Bumstead; music by Eastwood; produced by Eastwood, Albert S. Ruddy, Tom Rosenberg, Paul Haggis. A Warner Bros. Pictures release; opens Wednesday. Running time: 2:12. MPAA rating: PG-13 (language).

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