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Yet, while the narration gives the film a strong, simple skeleton, the actors put plenty of meat on those bones. They clearly appreciate the lines they're given to speak. Eastwood appears more world-weary and vulnerable than ever before, as if cracking under the pressure of life's beatings even as he teaches boxers how to fight, how to lose, and how to get up and fight again. As we watch him work, we catch hints of the failures he conceals behind clenched teeth. It's his best performance.

Morgan Freeman plays Scrap, Frankie's friend and partner

Freeman, who created a beloved character in Unforgiven, proves a dependable partner again, serving as the play's Greek chorus with a sense of humor as dry as a leather punching bag. Like Frankie the old-timer and Maggie the upstart, Scrap-Iron seems at first like a pulp fiction cliché. He's a retired boxer whose career ended with a blow that cost him his right eye. But he and Eastwood engage in an easy, relaxed banter, exposing layer upon layer of their history, until they become fully developed personalities.

Swank stands apart from almost all celebrity actresses in that, while she's clearly equipped to be a glamorous star, she avoids exploiting her appearance and focuses instead on inhabiting rough-edged, broken characters. She should—and probably will—win another Oscar for the way she transforms Maggie from a scrappy, ambitious, wounded girl into a ferocious, intense, ecstatically victorious fighter. (The bloody punishment she endures in the ring provoked one critic to say she'd been "Caviezel-ed.") Instead of over-acting in the "big scenes" the way Sean Penn did in Mystic River, Swank instead makes the most subtle pauses in the action. When Maggie shares a shy smile with a young girl at gas station, the silent exchange speaks volumes.

Moments like this enable the film to transcend its genre clichés. Each scene resonates on several levels, revealing things about characters' pasts, suggesting their possible futures, and reminding us of challenges we all face. Frankie's letters to his estranged daughter return marked "Return to Sender," paralleling his seemingly one-sided relationship with God. It becomes easier to understand why he's willing to risk his reputation on a "girlie." (After The Life Aquatic with Steve Zissou and In Good Company, this is the third recent film in which characters try to fill the missing pieces of their families by "adopting" others who fit the description. Do you think our culture is coping with regret for devaluing family relationships?)

The lighting and shadows help to set the mood throughout the film

Only a few moments feel false, flat, or manipulative. During the entrance of Maggie's most formidable opponent (Lucia Rijker), the music sounds as though it's going to bust out into a Darth Vader villain-motif. And when Maggie's "hillbilly trash" family shows up to berate and exploit her, they're as mean as the zombies in Dawn of the Dead.

In fact, the film's biggest weakness is the way Haggis's script stacks the deck so unfairly against Maggie and her coach. Frankie's family history is a black hole, and Maggie's is a nightmare. Aside from Scrap-Iron, Frankie's business colleagues are disloyal, exploitative, and opportunistic.

And the church? Eastwood cops out, portraying God's agents on earth as utterly insufficient, suggesting that the path to God is a dead end. In his very first scene, Father Horvak (Brian O'Bryne) lashes out, labeling Frankie as a [insert harsh expletive here] pagan. He repeatedly discourages this doubting soul from attending mass. And in Frankie's darkest hour, he offers not comfort, but a threat that God's forgiveness might soon be out of reach. Eastwood clearly believes that the search for God is an honorable, even essential, pursuit. But by making God's only representative a man who should seek spiritual counsel instead of offering it, he tells us, "You're on your own in this life. Only fleeting glimmers of human kindness will help cushion life's cruel punches until we lose the fight altogether."

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