Everyone wants to see the best films, but sometimes even the best films are the hardest to watch. Clint Eastwood's latest film, "Million Dollar Baby," is one of these films.

Hilary Swank is 31-year-old Los Angelese waitress and aspiring boxer Maggie Fitzgerald, who comes from a poor, troubled family. Her father is dead, her brother is in jail and her 300-pound mom is lying to the government to keep the welfare stream flowing.

Eastwood is Frankie Dunn, a boxing trainer, manager and gym owner whose best days are behind him and lives in the hope that his estranged daughter will reply to one of his regular letters (which are uniformly returned unopened). After a bout by his star fighter, Dunn is approached by Maggie, who fought an undercard bout earlier that night. She wants Dunn to train her, but he scoffs.

"Girlie tough ain't tough enough," he tells her.

But, Maggie tough is more than enough, after a while. First she joins his gym, which is run by Eddie Dupris (Morgan Freeman) -- the film's narrator -- an ex-boxer who lives in one room at the gym, which he spends his days cleaning. Maggie's got zero skills and Eddie begins to show her a few things, despite Dunn's desire to get her out of the place.

Her perseverance, however, proves too much even for the steely faced Dunn, who agrees to train her but only if she agrees to his strict set of rules. She readily signs on.

You can see where this is going. Dunn aches for a daughter, Maggie for a father and each begins to fit the bill for the other. But getting there is a great trip, thanks to marvelously simmering performances by Swank, Eastwood and Freeman (as well as a secondary cast of gym regulars, fighters, managers, etc.).

Soon, Dunn helps harness Maggie's thunderous will, and few fighters can last an entire round with her. In fact, the string of first-round KOs becomes almost comical. In no time flat, despite her advanced age for the sport, Maggie is in the ring fighting for the world title.

What makes "Million Dollar Baby" -- with a Paul Haggis script, based on stories by F. X. Toole -- tough to watch comes later, when Dunn and Maggie are pulled even closer together by a battle that tests their emotional mettle and stamina. The result is a stretch of film that is emotionally draining and astonishingly powerful, which is a further testament to the incendiary performances rendered by Eastwood and Swank. It's hard to imagine that the Oscars can fail to recognize either.

Well scripted, well photographed and brilliantly performed, "Million Dollar Baby" is certainly the best film to emerge from Hollywood in 2004. But if you're expecting mindless entertainment and dry eyes, you'll have to look elsewhere.

"Million Dollar Baby" opens Friday, Jan. 28.