"Why does someone want to become a boxer?” is a smart question Hilary Swank asked herself before taking on the role of Maggie Fitzgerald in director Clint Eastwood’s Million Dollar Baby. Maggie, Swank discovers, was raised in poverty and although she has nothing to show for her life, she’s determined to  make something of herself. Maggie thinks that becoming a professional boxer will bring pride and purpose to her life.

Swank, already recognized for her talent with a Best Actress Oscar for Boys Don’t Cry, once again steps up to the acting bar. She threw herself into the role of Maggie with gusto, undergoing three intense months of physical boxing training. No body doubles either -- Swank does all her own shots in the film. Swank’s physical strength in portraying a woman past her prime who wants to step into the ring and prove to a distraught middle-aged man that she’s worth something, is top notch.

Maggie ends up at Frankie Dunn’s (Eastwood) gym where he refuses to train “a girl,” but she won’t take no for an answer. Dunn, a complicated man who has demons that control his life and the way he trains his fighters, shies away from Maggie, partly because of a troubled relationship with his daughter. His own protectiveness about his boxers prevents Dunn from sending them up the boxing chain to better, higher stakes games, so eventually they all say “thanks” and leave.

Helping to defend Maggie and preach her cause is Eddie “Scrap Iron” Dupris, played brilliantly by Morgan Freeman. Why that man hasn’t won an Oscar seems a travesty to me. Scrap is an ex-fighter who trained under Frankie and lost an eye in the ring. Now he takes care of the gym, gives occasional advice to other boxers and constant advice to Frankie, who doesn’t listen. Anyone who remembers Eastwood and Freeman’s work together in Unforgiven, know the caliber of what they bring to the screen as co-actors.

Eastwood is amazing in his three roles here: director, actor and producer. As Frankie we see a beaten man who wants to crawl into a hole everyday and never emerge. Maggie brings a new purpose to his life, one that doesn’t involve boxing and certainly a journey he never imagined taking.

The dramatic script adapted by Paul Haggis (Crash) from a short story by F. X. Toole, proficiently balances the drama of the boxing story with an emotional journey of two people who think they need no one, but are ultimately the only ones who can help each other.

Million Dollar Baby ranks as my second favorite film of the year -- right after Hotel Rwanda.

(Released by Warner Bros. and rated “PG-13” for violence, some disturbing images, thematic material and language.)

Read Diana Saenger’s reviews of classic films at http://classicfilm.about.com.)