EASTWOOD, SWANK PACK A WALLOP WITH BOXING SAGA.

Byline: Bob Strauss Film Critic

A GREAT MOVIE every decade or so is all we can ask of Clint Eastwood. But two in a row; well, that's a prize to be treasured forever.

While I wouldn't place ``Million Dollar Baby'' on quite as exalted a pedestal as last year's ``Mystic River'' and 1992's ``Unforgiven'' - the older films had better stories - this unlikely female boxer movie may well be the best-directed of Eastwood's filmmaking career.

The maestro has made expert use of his wizened appearance, inkblot cinematography (his longtime lighting chief Tom Stern served as director of photography on this one), spare pacing, mastery of tone and even his music-scoring gifts before. But never has he orchestrated those elements with the richness and impact he does here. And it's all done in the service of themes that are identifiably Eastwood, but interpreted through fresh new plot points and character relationships.

But, you may well ask, how can even Eastwood make a great girl boxer movie? Much as I adore his masterpieces, near masterpieces (``Bridges of Madison County,'' ``Bird,'' ``High Plains Drifter'') and nuttier misses (``White Hunter, Black Heart,'' ``A Perfect World''), ``Midnight in the Garden of Good and Evil,'' ``The Rookie'' and many others have proven time and again that brilliance is not a consistent virtue.

And for a while, ``Baby'' isn't the greatest pugilista pic, although it is uniformly gritty, gruffly sweet and effortlessly amusing. Clint plays Frankie Dunn, the cranky proprietor of seedy L.A. gym the Hit Pit. He's guided a number of fighters to the stage where hungrier managers will get them better bouts.

Part of Frankie's cautiousness stems from what happened to his assistant trainer/janitor Scrap (Morgan Freeman, doing that impeccable thoughtful narrator thing he does impeccably) when he was the ex-fighter's cut man. Scrap lost the sight in one eye in a fight Frank kept patching him up for, and he feels kind of guilty about that. There's also an estranged daughter Frank writes weekly, only to have each letter returned unopened.

But if Frank is haunted, you wouldn't know it by his crusty humor. He needles his parish priest to the point of cursing with unanswerable liturgical queries. Why he shows up at Mass every day for such perverse entertainment raises a question, though.

One thing Frank doesn't joke about is not training lady boxers. When Maggie Fitzgerald, a too-old and too-untrained but determined prodigal hillbilly shows up, seeking coaching, a sympathetic Scrap lets her work out at the gym until Frankie inevitably comes around.

She's played by Hilary Swank, not topping ``Boys Don't Cry'' but likably physical and, eventually, moving beyond belief. The three-way chemistry between her and the old guys is the movie's warmest pleasure, more so because they're all playing people who know how not to leave themselves open.

There is surrogate father-daughter bonding, Maggie's wacky rise up the rankings (if you're expecting great boxing footage, forget it; power- puncher Maggie tends to K.O. most opponents in the first round) and a bunch of other fight-movie cliches.

Which are all staged pleasantly enough. But who needs it, right? Well, the movie's real magnificence emerges in the third act.

And I can't tell you a thing about it.

Perhaps you've read some of the stories the film is based on in the collection ``Rope Burns,'' written by a professional cut man under the pen name F.X. Toole. But you likely haven't. And knowing anything about what happens can only lessen the power of Eastwood's awesomely controlled shift from subtle character comedy to ...

I will say this. While the angels of death, damnation and frontier forgiveness have hovered over most of Eastwood's serious works, he has never made a more achingly spiritual movie than ``Million Dollar Baby.'' In his development as a filmmaker, Eastwood long ago surpassed his great B movie mentors Don Siegel and Sergio Leone. For my money, he's topped John Ford and Howard Hawks, our greatest Western auteurs, once or twice as well. ``Mystic River'' out-Catholicized Scorsese and Coppola (and this one takes that several Hail Marys further).

But with ``Million Dollar Baby,'' Eastwood joins the rarefied ranks of the true cinema transcendentals Carl Theodor Dreyer, Yasujiro Ozu and Robert Bresson on the highest plane of directorial achievement.

And although Bresson once did it with a donkey, certainly none of us imagined such heights could ever be reached with a girl boxing movie.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

MILLION DOLLAR BABY - Four stars

(PG-13: violence, language)

Starring: Clint Eastwood, Hilary Swank, Morgan Freeman.

Director: Clint Eastwood.

Running time: 2 hr. 12 min.

Playing: Grove 14, Farmers Market; Century 14, Century City; Criterion 6, Santa Monica.

In a nutshell: Superbly controlled, lightly comic drama about a female boxer packs as masterful a tonal shift as has ever been filmed. May not be Clint's best movie, but it's his best-directed.

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Photo:

The gruff proprietor (Clint Eastwood, who also directs) of a seedy L.A. gym reluctantly agrees to train a female boxer (Hilary Swank) in ``Million Dollar Baby.''