"Okay, first you knock out the British lady and the Colombian girl, then you go a few rounds with Bening and Winslet. After that, the Oscar's yours, baby."

As a director, Clint Eastwood often favors the damaged: the psychologically scarred trio at the heart of Mystic River, the grim, former gunslinger of Unforgiven. He continues this tradition with Million Dollar Baby in which he plays Frankie Dunn, a boxing manager made cautious by regret, with a run-down gym and an estranged daughter.

When a young woman, Maggie Fitzgerald, starts working out at his gym and asks him to train her he refuses. She’s too old to start a career as a professional boxer, and besides, he doesn’t train girls. But she’s persistent and he doesn’t have much else going on so eventually, grumpily, he agrees. They bond. Her career takes off. Frankie finds himself with a second chance not only at managing a boxer to a title but also at surrogate-fatherhood to the lonely Maggie.

Million Dollar Baby is a powerful story, mostly because of the beautiful relationship between Frankie and Maggie, which builds slowly and believably throughout the film. Maggie is dirt poor with the odds stacked against her, determined to leave behind the dispirited poverty of her hillbilly family. Hilary Swank is affecting, especially in her early scenes, dogged and hopeful while allowing us to see the desperation behind Maggie’s stubborn optimism. I’m not sure I saw much growth as the film progressed, but it’s still a very good performance.

Eastwood treads lightly as Frankie. For a while I wasn’t quite sure what that Best Actor Oscar nomination was all about; the role of tough-but-tender father figure seems pretty standard-issue. But as the plot twists in ways I won’t reveal here and Frankie struggles with some unexpected situations, Eastwood’s performance is subtle but devastatingly heartfelt. Morgan Freeman is excellent as always, playing an old friend and employee of Frankie’s who provides a gentle nudge or some words of wisdom when needed.

Boxing would be a lot more fun if the speedbags were filled with candy.

As a director, Eastwood sets a gentle, haunted tone that you might not expect from a boxing movie. He uses light and shadow beautifully and the low-rent settings, which could feel harsh and demoralizing, instead have a certain warmth to them without ever losing their grit. He also wrote the score (show-off) as he did for Mystic River. I found that one a bit irritating, but here it’s more restrained, delicately underscoring the emotional moments when the temptation may have been to layer on the sentiment.

Million Dollar Baby also has a few flaws that, for me, make it a good movie rather than a great one. Screenwriter Paul Haggis relies too heavily on narration. Freeman does the narrating about as well as any actor could, but it’s overdone. When he describes Maggie’s hometown – several times – as “halfway between nowhere and good-bye” I couldn’t help but hear Jude Law from I Heart Huckabees in my head saying, “Wait, what does that even mean?” And too many of the supporting characters veer towards stereotype. I would have also liked to learn a bit more about Maggie’s background. How did she get into boxing? Why did she move to Los Angeles?

Those are all minor reservations. Million Dollar Baby is well worth seeing with its pitch-perfect performances and complex relationships. Oscar-worthy? Well, I wouldn’t choose it, but it is a movie that stays with you long after you leave the theater.

Gorilla Pants rating: 3 out of 4 bananas