"Protect yourself at all times." It's a rule Frankie Dunn lives by, and he drills it into the fighters he trains. It's why his fighters don't become contenders. They get new managers and move on to bigger purses. Frankie stays behind. Protected.

There's nothing particularly subtle about the way Clint Eastwood handles this in his new boxing movie, "Million Dollar Baby." He lays it all out for you - his main character's contradictions - in his patented measured, old-fashioned style.

The style fits, because this is an old-fashioned movie. It feels like the kind of film Eastwood might've watched as a teenager in the 1940s, and even then the cliches were old. "Million Dollar Baby" can get away with cliches, however, because instead of Jimmy Cagney or John Garfield in boxing trunks, it has Hilary Swank, and it pivots on issues films of the 1940s wouldn't touch.

One of those - women in the boxing ring - is obvious. The less said about the rest, the better. Much of the movie's power comes from the element of surprise. When you think you know its moves, it throws in fancy footwork. Then it sucker-punches you when you're not looking.

Movie critics love Eastwood. Whether this stems from respect for his longevity, nostalgia for a no-longer-fashionable style of filmmaking or compensation for dismissing him early in his career, we overpraise his movies.

But "Million Dollar Baby" deserves the accolades. It is his best film since "Unforgiven."

Eastwood plays Frankie Dunn, a crusty, gravelly voiced gym owner who's eyeing retirement. Eastwood has never gotten much respect for his minimalist acting. Much about Frankie feels familiar, but a gruff warmth and decency comes through that - in the heartbreaking context of the story - is powerfully affecting.Morgan Freeman is Scrap, an equally crusty ex-fighter who takes care of the gym and lives in a shabby room behind it. Scrap's career ended when he lost the sight in one eye.Frankie, who was his cut man, blames himself for not finding a way to protect his friend.Swank, playing Maggie Fitzgerald, a dirt-poor 31-year-old from the Ozarks, starts hanging out at the gym, trying to get Frankie to train her. Of course, he refuses. He's old school. But you sense there may be something more.Frankie has an estranged daughter. We don't know what he did to hurt her so much that she won't answer his letters, but he's in pain, atoning for it. So the last thing he wants is to see a young woman injured.Maggie starts out looking scrawny in oversized sweatsuits. That's so that when Frankie finally agrees to train her, she can wear skimpier outfits to give the impression she's developing muscles.Scrap narrates the movie. His narration is sprinkled with thoughts on boxing, some of which have double meaning. He explains, for instance, that sometimes a fighter must step back to deliver the strongest punch. "But step back too far," he adds, "and you ain't fighting at all."That's Frankie. He thinks he's still in the game, but he's been stepping back for years. Maggie gets him back in; he becomes engaged once more with life and with boxing. She's old for a fighter, yet she becomes a contender.Their relationship goes deeper than that, though. It's a father-daughter love story. When we meet Maggie's family - heartless opportunists - we realize why Frankie's so important to her. "I got nobody but you," she tells him.Paul Haggis wrote the screenplay. In 1996, he created and wrote a spectacular though short-lived TV series titled "EZ Streets." "Million Dollar Baby" - which he adapted from a short story collection by ex-fight manager F.X. Toole - has a similar, brooding, Irish-inflected feel.It isn't a perfect film. We don't get a sharp enough feel for the gym, for one thing. Instead of immersing us in it, the movie gives us a "representation" of it with pat scenes and one-dimensional characters. And most of the scenes inside the ring lack the immediacy we want to see in fight films.No matter. Like a battered pug moving stolidly across the ring - and like its 74-year-old director - "Million Dollar Baby" shows its age, but it packs a killer punch.