Clint Eastwood’s Million Dollar Baby has been named the best film of 2004 by myself and numerous other writers (it won top honors from the National Society of Film Critics, of which I’m a member) and is the odds-on favorite to win Best Picture in the upcoming Oscar race. I also think it’s the best film ever by Eastwood, a filmmaker of notable ups and downs. Yet for all the critical support the movie has gained, it perhaps also deserves another, more dubious superlative: the year’s most difficult film for critics to write about. That’s due to a turn the story takes in its final third, a turn which has numerous ramifications for the film’s emotional impact and artistic ambitions–it’s no mere plot twist–and yet is so surprising that it should not be revealed in advance. I have advised friends to avoid reading or hearing anything about the film beforehand, and yet here I am in the position of having–and indeed, wanting–to write a full-length appreciation of Million Dollar Baby without spoiling any of its crucial last-act secrets.

In similar cases, some critics now warn of “spoilers ahead” when they’re about to spill the narrative beans. I’m not going to do that, because I don’t think these beans should be spilled even in a review festooned with caveats. What I propose instead is to discuss, later in this review, some of the last act’s thematic implications without describing or directly alluding to the events that provoke them.

I first saw Million Dollar Baby at its premiere, which was held in December at New York’s Museum of Modern Art in conjunction with that institution’s reopening after nearly four years of renovation. The museum began its film archive in the 1930s, and in recent years Clint Eastwood’s films have become an important part of its collection, which makes sense if you look at the back catalogue. MOMA’s preservation of America’s cinematic heritage is founded on directors such as D.W. Griffith and films such as Edwin S. Porter’s The Great Train Robbery (1903), icons marking the beginning of a tradition that Eastwood–as the star of countless westerns and mainstream genre films, as well as a director who practices a personal form of American realism–perhaps exemplifies more fully than any other living filmmaker.

Appropriately, the genre Eastwood’s working in this time, the boxing film, is one that extends back to the very genesis of cinema (the Lathams, the Southern family who staged the very first public projections of movies in 1895, started out showing filmed boxing matches) and that has been a consistent if never predominant staple in American movies since the 1930s. That background is important. Unlike Scorsese’s modernist updating of the boxing movie in Raging Bull, Eastwood here obviously isn’t going for outrage or innovation; on the contrary, the unshowy classicism of Million Dollar Baby reflects an identification with a bygone movie tradition that in some ways is as meaningful as anything in the film.

As much as should be disclosed about the film’s narrative (scripted by Paul Haggis from stories by F.X. Toole) can be simply told. Eastwood plays Frankie Dunn, a fading boxing manager who owns a rundown gym called the Hit Pit. Early in the story he is approached by Maggie Fitzgerald (Hilary Swank), a grinning, straight-out-of-Missouri hillbilly of a would-be pugilist who wants him to manage her. Characteristically, Dunn snorts at the idea and stalks off. Not only has he never managed “a girl” and has zero interest in doing so, but this neophyte contender is, at 31, far too old to be starting out.

Maggie may lack various things including youth, but she is extremely persistent and determined. She keeps hammering at the punching bags in Dunn’s gym, and at his refusal to coach her. Eventually, of course, his resistance is breached. And then something surprising happens: With her determination and his expert tutelage, she turns into a helluva fighter. The victories start to pile up, and with them the serious money. It is after that, on the cusp of real triumph, that the story abruptly jackknifes into something far graver and more profound than its earlier sections even begin to suggest.

The subject of female boxing is, from a mainstream movie standpoint, novel and compelling. We haven’t seen such combat before, nor faced the strange brew of ethical, cultural and gender-political questions it poses. The way Eastwood stages the women’s matches, moreover, has a visceral, eye-grabbing authority. Though there’s nothing at all sensationalistic about the power of these fights (nothing, to be sure, to match the operatic extravagance of Raging Bull), they are purely riveting on a moment-by-moment, blow-by-blow basis. Yet their place at the center of Million Dollar Baby is at once necessary and a bit deceptive, since they’re virtually the movie’s only concession to contemporaneity and prosaic, outward notions of realism.

Indeed, arguably the key thing to consider about Eastwood’s creation is the extent to which, for all its visible and sometimes violent outer action, it is primarily an inner drama. The first sign of this is the omniscient narration supplied by Eddie “Scrap” Dupris (Morgan Freeman), an ex-fighter with a glass eye who runs the Hit Pit for Dunn. Scrap and Dunn have the kind of stoical, gruffly bantering friendship common to men of their ages and profession. Yet Scrap is also a kind of literary construct who, in a way, embodies the literary impulses guiding Million Dollar Baby.

Recalling countless classics of the film noir era, as well as innumerable novels of the hardboiled variety, Scrap’s narration starts with the raw facts. Dunn, he tells us, is a “cut man,” the best in the business, whose skill lies in patching a fighter’s wounds to last through a match. It’s a gruesomely dubious distinction, but a resonant one. Voice-over narrations like this one, however, mainly employ the factual to weave an enveloping aura of subjectivity around the narrative, and to sneak us into precincts that no real observer-friend would have access to. Thus, Scrap starts off telling us of Dunn in the ring and in the gym, but soon enough we see him praying by his bed, and we learn that he’s a mass-a-day Catholic who’s wracked with guilt over his estrangement from a daughter we never see.

If the correlation of guilt and Catholicism is hardly original, it serves here to establish an important link between the psychological and the spiritual in the film’s skein of meaning. (Dunn carries on a testy dialogue with his parish priest, asking about the meaning of the Holy Trinity and other articles of orthodox belief in a tone that suggests a man torn between faith and apostasy.) Another link, one tying ethnicity to art in a way that inevitably evokes John Ford, gives us Dunn as an Irish-American who spends his spare time studying Gaelic and imbibing the poetry of Yeats.

For all this literary and cultural suggestiveness, it could be that the film’s most eloquent evocation of interiority comes in its images. As evidenced by the rather slipshod Mystic River, Eastwood is an erratic visual stylist, yet Million Dollar Baby is extraordinarily controlled and expressive. I’ve never seen a movie that so strongly and repeatedly (if always subtly) reminded me of Edward Hopper’s “Nighthawks.” The world these characters inhabit is a timeless American cityscape-as-innerscape. Dunn’s gym is something out of the ’40s, and there are few signs of the early 21st century either in front of the camera or in Eastwood’s classically restrained visual approach, which could belong to a film of the ’50s. But the film’s kinship with that Hopper painting is perhaps most striking in the way it isolates its characters both from the human/temporal background and, even more significantly, from each other.

Dunn and Maggie are both holy solitaries, as celibate and self-abnegating as any anchorite. What develops between them can be described as love, but it would be erroneous to characterize it as romantic love or to stress the extent to which he’s a substitute father for her and she a surrogate daughter for him. The truth is that few American movies–and hardly any directors this side of Robert Bresson–have succeeded in so carefully phrasing their dramas as to emphasize that the primary meaning of their central characters’ relationship is, in fact, spiritual.

Like most truly great examples of popular art, Million Dollar Baby works on several levels at once, some far less overt than others. The most obvious source of the film’s power and appeal–the reason it stands to win the Best Picture Oscar–comes in the wrenching events of the last act, which are wholly devastating as unashamed and brilliantly delivered melodrama. Yet its deeper and more enduring meaning has to do with the way it uses all those aforementioned signifiers (religious, psychological, ethnic, artistic, cinematic) to fashion what might be called a very careful and subtle spiritual argument.

That argument is, in effect, the exact opposite of the one offered by Mel Gibson in The Passion of the Christ, which urges scriptural literalism and a kind of retrograde Catholic neo-orthodoxy in which the believer’s salvation is inevitably mediated and controlled by church authorities. Eastwood’s drama, much to the contrary, describes a hero’s quest in which the path to salvation leads away from the church and toward individual conscience and sacrifice. This is the age-old mystic’s quest, this journey from outer to inner, from dogmatic literalism to the redemptive multi-valence of poetry (both literary and cinematic).

The quest’s goal is amply expressed in the phrase “the peace of God.” That peace equates with true freedom, as we are reminded in the Yeats poem that Eastwood quotes at a crucial moment in his drama. Indeed, the very title of “The Lake Isle of Innisfree” hints at the central truth that Million Dollar Baby is pointing us toward, the truth that “inner-is-free” and that peace is ultimately to be found in “the deep heart’s core.” No doubt the movie’s aspect of spiritual allegory and argument won’t be obvious to most viewers, but just as it undergirds and ultimately explains the film’s claim on greatness, it is hidden in plain sight, always available to those who, as the saying goes, have eyes to see.