Clint Eastwood explores of the tragic side of human existence in "Million Dollar Baby," a film that enters a murky area of the soul where a man can hide out from his God even as he seeks His mercy. On the surface, the film is a simple boxing story about a hellcat from the Ozarks and the grizzled Irish Catholic trainer who takes her on. Under Eastwood's painstakingly stripped-down direction -- his filmmaking has become the cinematic equivalent of Hemingway's spare though precise prose -- the story emerges as that rarest of birds, an uplifting tragedy.

"Million Dollar Baby" may appeal to a narrower range of moviegoers than the usual Eastwood film. The film lacks the propulsive energy of "Mystic River," which, after all, was a crime tale, and the story rarely leaves the gym or boxing ring. While the film should achieve above-average results in urban markets, critical reaction and possible Oscar nominations may add substantially to the box-office.

Paul Haggis' screenplay is drawn from a story in "Rope Burns: Stories From the Corner," a collection of short stories based on the experiences of longtime cutman and fight manager Jerry Boyd, writing at age 70 under the pen name of F.X. Toole. What one must get used to is a writing style that favors stereotypes and familiar plots. It is the force of the personality Eastwood, Hilary Swank and Morgan Freeman bring to these gym rats that causes them to emerge as convincing archetypes in a story of almost mystical heroism.

Frankie Dunn (Eastwood) is an emotionally closed, sour individual. Estranged from his only daughter -- the movie never gets to the bottom of how he earned her scorn -- he holes up in his downtown L.A. gym, surrounded by fighters and Scap (Freeman), an ex-boxer who runs the place. Frankie is not on good terms with God, either. He attends Mass nearly every day but does so mostly to argue with the exasperated priest (Brian O'Byrne).

When Maggie Fitzgerald (Swank), an emotionally scared hillbilly, asks him to train her, his answer is curt: At 31, she is too old, and he doesn't train "girlies." Nonetheless, she works out at his gym for a year, getting occasional tips from Scrap, before wearing Frankie down to where he grudgingly takes her on. The rocky road taken by fighter and trainer leads to a championship match. Here the story takes an abrupt turn into tragedy that forces the two to confront the true meaning of love and the strange way fate can deliver redemption.

The film has few characters. Jay Baruchel stands out as a mentally challenged man with delusions of becoming a boxer. Maggie's trailer-trash family threatens to overwhelm the movie with cliches. Otherwise, "Million Dollar Baby" is a three-character drama.

Clearly, Maggie becomes the daughter Frankie lacks, but theirs is a combative relationship in which they are never on the same page until the end. Similarly, Frankie and Scrap bicker like an old married couple, yet beneath the surface is a compelling symbiosis. Frankie was cutman on Scrap's last fight, where he lost an eye. Frankie can never forgive himself for not finding a way to stop the brutal bout, and Scrap knows how quickly Frankie would fall apart were he to ever leave.

What happened to Scrap has made Frankie overly cautious. He tells all his fighters to protect themselves, but what he really wants to protect is himself. Thus, he never puts his boxers into title fights, which drives them to managers who will. When he finally does agree to a title fight, his worst fears are confirmed.

The film is told in a voice-over narration by Scrap in whicah the poetry and homilies are a bit self-conscious. Director Eastwood keeps individual scenes simple and quick, like Maggie's fights. Once he gets the emotional impact he's after, he cuts and moves quickly on.