The dingy, musty grays and fading greens and blues of a rundown downtown Los Angeles gym is the setting for the 2004 Best Picture Oscar winner Million Dollar Baby. Missouri-bred Maggie Fitzgerald (Hilary Swank) comes to town to get away from a dead-end, hopeless life and become a professional boxer. Trainer Frankie Dunn (Clint Eastwood) turns her away, then later accepts her as his protg, and she ultimately becomes his long-lost second chance. Scrap (Morgan Freeman), a former fighter and now the gym shopkeeper, sees the potential in Maggie immediately and knows this shot is what they both need.

The Dolby Digital 5.1 soundtrack beautifully captures the thuds of controlled brutality, the soft, affecting dialogue, and Freeman's touching narration. The 2.40:1 anamorphic picture is splendid, and the lighting—shadowy and sparse at times—is evocative and masterful.

Disc two of this three-disc Deluxe Edition offers featurettes on how the picture was made, some not-so-compelling training footage, and, most interestingly, the sit-down hosted by Inside the Actor's Studio's James Lipton with Eastwood, Swank, and Freeman. In its simplicity, it is quite intimate, revealing, and entertaining. Disc three contains the Eastwood-composed soundtrack.

Dunn and Scrap are regretful of the mistakes they've made, of lost chances, and of missed opportunities. The ending is truly special, one which sparked debates and cut right to the heart. Moving and haunting, this is top-shelf stuff from the cream of the crop.