Eastwood plays the trainer, Frankie, who runs a seedy gym in Los Angeles and reads poetry on the side. Hilary Swank plays Maggie, from southwest Missouri, who has been waitressing since she was 13 and sees boxing as the one way she can escape waitressing for the rest of her life.

Otherwise, she says, "I might as well go back home and buy a used trailer and get a deep fryer and some Oreos." Morgan Freeman is Scrap, who was managed by Frankie into a title bout. Now he lives in a room at the gym and is Frankie's partner in conversations that have coiled down through the decades. When Frankie refuses to train a "girly," it's Scrap who convinces him to give Maggie a chance: "She grew up knowing one thing. She was trash."

These three characters are seen with a clarity and truth that is rare in the movies. Eastwood, who doesn't carry a spare ounce on his lean body, doesn't have any padding in his movie, either: Even as the film approaches the deep emotion of its final scenes, he doesn't go for easy sentiment, but regards these people, level-eyed, as they do what they have to do.

Some directors lose focus as they grow older. Others gain it, learning how to tell a story that contains everything it needs and absolutely nothing else. "Million Dollar Baby" is Eastwood's 25th film as a director, and his best. Yes, "Mystic River" is a great film, but this one finds the simplicity and directness of classical storytelling; it is the kind of movie where you sit very quietly in the theater and are drawn deeply into lives that you care very much about.

Morgan Freeman is the narrator, just as he was in "The Shawshank Redemption," which this film resembles in the way the Freeman character describes a man who became his lifelong study. The voice is flat and factual: You never hear Scrap going for an affect or putting a spin on his words. He just wants to tell us what happened. He talks about how the girl walked into the gym, how she wouldn't leave, how Frankie finally agreed to train her, and what happened then. But Scrap is not merely an observer; the film gives him a life of his own when the others are offscreen. It is about all three of these people.