By Sarah Carlson, Arts Editor

Starring: Clint Eastwood, Hilary Swank, Morgan Freeman; directed by Clint Eastwood

Rated PG-13 (for violence, some disturbing images, thematic material and language)

“Anybody can lose one fight.” Even the greatest victors have lost at least once. What makes them great are their choices-what they choose to do after losing.

Maggie Fitzgerald had been losing her entire life. Stuck waitressing at 31, she steals scraps of food from plates as she clears off tables, wrapping pieces of half-eaten meat into recycled tin foil to take home. Her days and nights are filled with dreams of becoming a fighter. Her family represents the lowest common denominator of society with members in jail, a missing father and a mother who cheats on welfare, all of them laughing at her dreams.

Frankie Dunn is a near-retirement-age boxing trainer who’s never had a champion fighter. He spends his life training others to be great but still holds them back, refusing to get close enough to them in order to avoid the pain that would come with letting them go. He writes a letter to his estranged daughter every week, only to have them returned to him unopened. He attends mass every day, asking the annoyed priest questions, not being able to forgive himself for something.

In “Million Dollar Baby,” Clint Eastwood’s masterful film, Maggie (Hilary Swank) and Frankie (Clint Eastwood) are brought together through determination; Maggie’s willpower to have Frankie train her eventually wins over his stubbornness in refusing to train a girl.

Helping Maggie win Frankie over is Eddie Scrap-Iron Dupris (Morgan Freeman), an old boxer trained by Frankie who never made it to the championship, losing his eye in his 109th fight, something Frankie is unable to forgive himself for. Eddie now lives in Frankie’s gym, cleaning and helping out wherever. He watches Maggie as she comes in, hitting the punching bag with sheer resolve and not much skill. Eddie lets her stay in the gym after hours and loans her a speed bag to train with, all the while Frankie grows annoyed with his favoring Maggie and her refusal to take no for an answer.

Frankie decides to train her but not manage her, planning to take Maggie only so far and leave the rest up to her. He shows her how to hold her gloves and move her feet and teaches her the most important rule of all: Protect yourself at all times. Punching the bag in front of a sign on the wall that reads, “Winners are simply willing to do what losers won’t,” her eyes focus and muscles ripple as she relentlessly tries to become a better fighter.

The background characters in the gym, especially Danger Barch (Jay Baruchel) complement the story well with sidebars of humor mirroring the theme of courage. Danger’s dreams of becoming a fighter are hopeless, but his ignorant yet innocent take on life is inspiring nonetheless.

When it comes time for Maggie to enter her first match, Frankie pushes her away to a manager, leaving her without much of a choice but to accept the other’s guidance. During the fight, Frankie and Eddie watch from a distance as Maggie gets creamed and receives less-than-adequate advice from her manager. Frankie steps in, gives her instruction and tells the referee he’s her manager. He’ll never leave her again. She is his darling, his blood.

The two travel the world as Maggie edges closer to a championship, the only problem being most boxers don’t want to fight her because she knocks out her opponents in the first round. She wins the heart of the crowds and rises up to the championship, where events occur that will force Maggie and Frankie to their furthest and demand their courage for one last fight.

Eastwood’s eye for directing and musical ability for writing the score of the film, both of which he did for 2003’s haunting and brilliant film “Mystic River,” make “Million Dollar Baby” superb. This is Eastwood’s 25th film to direct and 57th to star in, reinforcing his iconic status in American film. “Baby” is not simply a boxing movie; to say it is would detract from its quality.

Rather, it is a film about two people who are alone in the world, each needing family but having none to rely on. It is a glimpse into the lives of two broken people and their respective journeys toward their own sort of redemption. Eastwood and Swank give outstanding performances, emerging into their character with ease. Freeman is great as well, and his character also learns he has one fight left in him.

“Baby’s” seven Academy Award nominations are well deserved, marking the second year in a row Eastwood has been nominated for Best Director and one of his films for Best Picture. Swank is up against hefty competition in the Best Actress category, including Annette Bening for “Being Julia,” a repeat from the 2000 Oscars where Swank, nominated for “Boys Don’t Cry,” beat Bening, nominated for 1999’s “American Beauty.”

The film has a “Shawshank Redemption” quality to it, mainly because Freeman narrates this film as well. His voice of silk can bring tears to the eyes, yet his words always have an underlying threat-hope.

Some will attempt to sum it up by labeling it depressing, or sad, but they are wrong. The film is a harsh and satisfactory slice of truth about Maggie and Frankie who come to love each other as a father and daughter would.

“Million Dollar Baby” is easily one of the best films of 2004, telling a story of three people, all whose lives are stained, tragic and beautiful.