Million Dollar Baby plays cool and slow, like an old Tom Waits album. It's a lyrical, bittersweet film that moves effortlessly across the screen. So effortlessly, in fact, that the film's wrenching third act is a devastating dramatic left hook. In the hands of lesser talents, the movie would fail, but thanks to strong performances and Clint Eastwood's subtle direction, Million Dollar Baby is nearly perfect.

Eastwood stars as Frankie Dunn, a former boxer turned trainer and gym owner. Frankie has just lost his star fighter to another manager when Maggie Fitzgerald (Swank) starts showing up at Frankie's gym, The Hit Pit, every day. Maggie, a 31-year-old, down-on-her-luck waitress, dutifully works the heavy bag every day, much to the chagrin of Frankie, who wants no part in training a girl to fight. Some encouragement from Eddie "Scrap Iron" Dupris (Freeman) compels Maggie to stick around, and it's not long before Frankie drops the grizzled old codger act and agrees to train Maggie.

Maggie turns out to be a prodigy, knocking out her opponents within seconds of the first round. As Maggie soars through the ranks of the boxing world, she and Frankie crisscross the globe. They win titles, draw huge crowds and establish the kind of father-daughter relationship neither ever had. But like any good boxing story, the tale isn't so much about the fights in the ring as it is about the fights outside the ring. And that's where the film's third act comes in. (Those wishing to avoid a spoiler should skip to the last paragraph). In the midst of a title fight against the vicious "Billie the Blue Bear" (Lucia Rijker), Maggie suffers a devastating accident that leaves her paralyzed and on a respirator. Frankie, always cautious and conservative with his fighters, blames himself. And so, when Maggie asks him to take her off life support, Frankie must decide whether he should grant her wish or keep her alive to fill the void in his life left by his own estranged daughter.

Watching Freeman and Eastwood trade quips is kind of like hanging out at the gym with your grandpa and his best friend. Eastwood and Swank share the same easy chemistry, while investing their relationship with emotional depth that makes the movie sing. Their father-daughter bond goes beyond the ring-while Maggie is in the hospital, Frankie spends nearly every moment by her side. He reads her poetry and talks of plans to get her a motorized wheelchair. This tender engagement is balanced with the brutal boxing scenes-two extremes that Eastwood braids together into a film that, like the boxers it portrays, is raw, lean and graceful.

There are some minor flaws. Maggie's family is beyond white trash-trailer-dwelling welfare cheats who disparage Maggie's boxing career while taking money from her. As cheap stereotypes, their limited screen time only distracts from the real, heavy dramatic weight carried by Eastwood and Swank. But these are nothing more than a few stray punches. The rest of the film is solid, blunt and powerful.