Frankie Dunn (Clint Eastwood) is a veteran Los Angeles boxing trainer who keeps almost everyone at arm's length, except his old friend and associate Eddie "Scrap Iron" Dupris (Morgan Freeman). When Maggie Fitzgerald (Hilary Swank) arrives in Frankie's gym seeking his expertise, he is reluctant to train the young woman, a transplant from working-class Missouri. Eventually, he relents, and the two form a close bond that will irrevocably change them both.
