GIRLS DON'T CRY

Years before Clint Eastwood chose Hilary Swank to star in his new film, "Million Dollar Baby"--years before she won the 2000 Oscar for playing the struggling Brandon Teena in "Boys Don't Cry"--she was a small-town kid living in a trailer park. Swank wanted to be an actor and took every opportunity to hone her skills. "I remember sitting at McDonald's and watching this man eat," says Swank, 30. "I counted how many times he chewed his burger, watched the way he sipped his Coke and copied how he dipped his french fries in the ketchup. My mom had to elbow me: 'Hilary! Stop staring.' She repeated that demand a lot throughout my childhood. It was pretty much her mantra."

Swank learned long ago what Hollywood's been slow to figure out: that there's more to working-class America than trailer and Twinkies jokes. She brought a great complexity and humanity to her role as Brandon Teena, sweeping even mainstream audiences up in the story of a poor cross-dresser's struggle to survive in a redneck town. Swank's latest role, as boxer Maggie Fitzgerald in "Million Dollar Baby," is the follow-up performance everyone expected from Swank--it's just four years later than they expected it. Maggie, like Swank, grew up in a trailer park and migrated to L.A. with nothing except a desire to be something more. She has ended up at a gym owned by one Frankie Dunn (Eastwood), whom she begs to train her. Dunn tells Maggie that she's too old to fight and that he doesn't train girls.

Maggie wears him down, of course. The stark, moving drama that follows, which is based on short stories by F. X. Toole, has already snagged five Golden Globe nominations, including best picture, and positioned Swank to be a contender for best actress once again. She is, to put it plainly, amazing. At a recent screening, even jaded critics were seen wincing as Maggie took, and delivered, her first hard blows--and were heard weeping when, out of the ring, she took far harder ones.

In person, Swank is not tough or even the least bit scrappy. She is tall, willowy and delicate. She glides through the lobby of her L.A. hotel, walking and talking with a studied grace (she rarely uses slang or slips "like" or "um" between words). Swank is well put together without looking fussed over--a plain but neat sweater, designer jeans and some medium-heeled boots will do just fine. She is pleasant without being too warm; she's friendly with a passing waiter but subtly turns off the charm when he overstays his welcome. Swank is not a touchy-feely Californian. She's a no-nonsense gal of Midwestern stock who describes her family, her mother in particular, as salt of the earth.

Judy Swank raised her only child in Bellingham, Wash., until Hilary was 15. "She was fired from her job and separated from my dad," says Swank, whose father is now retired from the Air Force. "She was at a crossroads in her life and knew I wanted to act, so she said, 'Let's go to Hollywood.' It was an amazing thing she did for both of us. We lived in the car for a couple of weeks because we didn't have a place yet, but it wasn't a negative thing. It was kind of like an adventure--like, 'Wow, we're in Hollywood'."

The following year Swank began landing roles in TV series, and she made her big-screen debut as a mall queen in 1992's "Buffy the Vampire Slayer." She went on to appear in several sitcoms, including "Beverly Hills 90210," married actor Chad Lowe in 1997 and landed her first serious role in the indie "Boys Don't Cry" two years later. The unknown who beat out Meryl Streep and Annette Bening for the best-actress Oscar had been paid $3,000 for her performance--and still had no health insurance. Things were going to change, right? "I had an expectation that there'd be lots of quality projects coming my way after that until I discovered there just aren't a lot of quality projects, especially for women," says Swank. "I learned not to expect them because you're always going to be let down. Then I realized it's my job and I have to work. I can't just sit around and wait for one fantastic thing to come."

Swank seemed to drop out of sight, and Oscar watchers debated if she was just another one-hit wonder. She felt the pressure to keep a high profile but still chose unconventional roles that never quite charmed audiences or critics. She played an Alaskan cop opposite Al Pacino in "Insomnia" and a terranaut (think subterranean astronaut) in the sci-fi flop "The Core." When Swank tackled a traditional female role--a love-struck royal in the period romance "Affair of the Necklace"--her frilly wigs and dresses alienated those who thought of her as a sinewy tomboy. "Some people had the idea that I did that because I was trying to prove I'm not a boy," says Swank. "It's crazy because, well, I'm not a boy. I realize first impressions are powerful, but I did have long hair before I cut it for 'Boys Don't Cry.' Still, people would say, 'Oh, you grew your hair out. Is that so you can look more feminine?' "

In "Million Dollar Baby," Swank once again proves that femininity is in the eye of the beholder. Though she says she felt closer to this character than any other, she discovered that beating the hell out of another woman was not a skill embedded in her DNA. For three months, she trained four and a half hours a day, six days a week. She put on 19 pounds of muscle and sparred with professional female boxers. She'd get hit so hard that it would knock the wind out of her. Still, she had a hard time fighting back. "I've never been very violent, like when I get angry or upset I don't want to hit things," she says over a cup of herbal tea. "When I first started learning to box and I hit someone solid, I said, 'Sorry.' My trainer Hector Roca--and he's trained world champs--said, 'What are you doing?! Don't ever say sorry again.' And I said, 'Sorry.' 'You did it again!' That was the last time I said it." Don't expect to hear it again.