Director Clint Eastwood pulls no punches in "Million Dollar Baby," a devastating, gritty film-noir boxing drama that gets at the callused heart of the sport while also spiraling into an emotional tour de force.

Narrated with gravelly gravitas by Morgan Freeman, playing a washed-up fighter now mopping floors at a washed-out gym, the film stars Eastwood as a fatigued former cut man who reluctantly agrees to coach a novice woman boxer (Hilary Swank) running as hard and fast as she can from a white-trash upbringing that's still tethered to her with a psychological bungee cord -- the more she pulls away, the harder her past snaps back and hits her from behind.

Blessed with fearless, evocative performances, each with thick layers of leather-hide humanity, this near-masterpiece has a sweaty noir eloquence in its look (hard shadows fall across every corner of Eastwood's gym), in its dialogue (courtesy of screenwriter Paul Haggis, adapting two short stories from F.X. Toole's "Rope Burns" collection) and in its nothing-ever-comes-easy plot.

After a steep learning curve of weeks on the heavy bag and toothy, "yes boss!" smiles at Eastwood's underhandedly encouraging rebukes, Swank's impossible-to-deter pugilist (who lives in a ramshackle slum and waits tables in a dumpy diner by day) does rise through the compact ranks of women's boxing, where a "former prostitute out of East Berlin" is the dirty-fighting Mike Tyson of the sport. In fact, when she hits her stride, Swank rises a little too easily, often by way of ring-corner motivational homilies and easy-knockout montages that imply she's almost unbeatable (and which lack the rest of the film's visual poetry).

But the actress's deliberately tight grip on her character's eagerness and personal vulnerabilities lets slip hints of an underlying precariousness that has plagued her entire life. Eastwood is not out to make an underdog sports movie. He has much deeper themes in mind, and one of his greatest gifts as a director is his ability to draw out such themes by lingering pensively on a character's most vulnerable moments.

Swank, Freeman and Eastwood all have such moments in "Million Dollar Baby," as when haggard, cynical Eastwood returns home from a day at the gym to find an unopened, returned-to-sender letter from his estranged daughter and quietly files it in a shoe box with about 50 others just like it. But it's the parental bond that forms over emotional scabs for both trainer and fighter that drives the less conventional parts of the story, and its stars bring this relationship achingly to life.

True to the unspoken desperation and disillusionment that toughens or chews up career-undercard boxers, tinged with post-feminist complexity and rich with classical metaphor, "Million Dollar Baby" has only one competitor for the title of best boxing movie since "Raging Bull" -- Karyn Kusama's fervent, genre-transcending "Girlfight," also about a female fighter. But in its later rounds Eastwood delivers a stunning left hook that takes this picture in a whole different direction, plumbing the depths of his characters' souls in a way that makes "Million Dollar Baby" easily his best film since "Unforgiven."