Your voice on the phone is much younger than it is in the movie. Actually it's different from any of your movie voices.

It depends on what character I'm being this week, but it's usually just the same old me.

This is one of your strongest films and one of the most painful as well. It seems to be in part about disappointment and not realizing that, in the scheme of things, you've done okay, the best you can. I'm kind of at cross-purposes because I don't want to tip off people to the end of the movie, but the end is important. What do you want people to be left with at the end?

It's probably as tough to answer as doing the film to begin with, or getting someone to finance the film. It's another one of those projects, of which I've done two now, where I have to do a little arm-twisting to even get made. But by the same token, there's something about the disappointments in life and the lack of spiritual feelings that this man has, and this young girl who becomes his surrogate daughter. There's something about her struggle to be something, to get to the top, which is very much like Hilary Swank herself. She came out of very poor beginnings and wanted to be an actress, so she understood this girl completely. It's the least obvious thing—to want to be a female boxer to gain some place in the world. Morgan's character of Scrap had that dream before. It didn't happen for Scrap, but he reaches down to people, even the young retarded boy who obviously doesn't have any talent in the boxing area. So there's Scrap's sympathy for people and there's Frankie's disappointment about his daughter and family and consequently not wanting to make lasting relationships with anyone, but finding rejuvenation with this girl. And then, of course, when the tragedy happens, it becomes the toughest fight he'll ever go through, that anyone could go through. And where it leads—there's no answer to it. Nobody knows what they'd do in that situation. There's no way to predispose that. You could say, does that mean you believe in euthanasia. Not necessarily. But who knows? It's a supposition unless you've been put in that position. It was a demanding picture to make—these people living on the periphery of society, at least as we know it and as the most of the people who are going to view the movie know it. There it is—that's all I know about it.

How do you go about finding that character—Frankie? You don't live on the periphery and as you said, you've never had to make the kind of choice that he eventually has to make. How do you do that as an actor? Do you have the sense that you're reaching into yourself? I knew immediately how Hilary Swank had found her character—that the physical life of that girl who wanted to box had taken possession of her. It wasn't that she was thinking it, but more like the physical being of the character took possession of her. When that happens it's a great gift for an actor. You just have to clear out and let it take over. But what you're doing is different because the guy has buried his impulses and desires so deep. He's refused so much. Are you able to talk about the process you used as an actor?

The process is the one you use all the time. It's just that the obstacles and the objectives are different each time. It didn't take much to imagine how this person would feel. I think just the human imagination—you can put yourself in the place of most everything. At my age, I've seen enough of high points and low points that I have enough to draw from for this [role] and 10 more like it. But when I saw the script, I thought I'd like to direct this film, and then, I thought, I'd better play Frankie. Most decisions for me are not done on an intellectual level. I just kind of grab it. I knew Morgan would have no problem at his end. Hilary, I didn't know but I've admired her work, even in things that weren't as flashy as Boys Don't Cry. She brings a certainly personality and realness. I knew she would be ready for this, if she was willing to put out the work to be that athlete. And she was. She's a very determined person. She worked incessantly, training four hours a day for four months and we got her very muscular and about 18 pounds heavier. She became that person. We all became the people that we were.

On your sets, do people go around in character? Do you?

For me, because I've directed myself so often, I go back and forth. I always carry a certain amount of it, but I can live and think about other things. The character is sort of seated in your mind before you do the picture. It's like doing a play. You have it in your mind but you can have a life and go to dinner and then pull yourself into it. The only difference in movies is that you're doing it a hundred times a day. It's a technique that you develop over the years. Some people find it very difficult, others find it not easy but less difficult.

Do you like to act?

You know, I do. I've threatened to quit, but maybe that's a defense mechanism, because there aren't enough good roles at my age. That's probably true, and if it is, I'll stay behind the camera. The reason I started directing 37 years ago was I thought some day I or the audience would probably look at the screen and say, “That's enough of that.” I had a great experience directing the last film [Mystic River] without being in it. I'm always amazed looking at other actors when they're conquering the difficulties of different sequences. But this one, I thought Frankie Dunn is interesting, and I'll be able to do it as well as the next guy.

Watching you in different roles over the past 10 or 15 years, you see those characters in the context of your whole screen history, which has been from the beginning so much about your powerful physical presence. And I think it's been extraordinarily moving and important to see the effect of age on the Eastwood icon. It makes a film like Blood Work so much more than just a thriller. If you had started out as an older character actor that wouldn't be the case. It's kind of like the auteur theory applied, not just to you as director but to you as an actor, and each role is part of one body of work. Do you think about that? I think it must take enormous courage to keep putting yourself up when you know everyone is making the comparison to the iconic image they carry in their minds.

Either stupidity or courage. No, I just don't think about it. I guess I've been enough of a realist, so this is who I am at this point in life. I've always felt people must progress. If there's any advantage to age, it's knowledge and experience, and until the day that some sort of presenility sets in, I figure I'll just go ahead and explore that. But if you're not willing to accept your age, you can't do that. You just sit there and say, Well, 40 years ago, I was this guy who came running in and I wielded this gun. Not that I couldn't now to some degree do that [laughs] but it just isn't right. It seems right to play what's in my zone now. I made fun of aging in In the Line of Fire, but now is the time to say this is what you are and what you're going to be. I could dye my hair and say I'm 35 again. But I'm not, so I don't do that. Take advantage of the great opportunity that is there to play a person like Frankie with street-style wisdom.

But when I listen to you now on the phone, you don't sound nearly as old as Frankie, and I suspect you also move more easily than he did. How much character work did you do to create him?

Naturally, I take on the voice for what I feel the guy is like, and it takes you over completely. When I started out, we used to sit around and talk about performances and intellectualize. But at some point, you realize that you have to play on an organic level. And once you get past the nervousness about technique, and past the fact that you have to say lines that were written for the character, you realize you have to bring it from within. It's an organic art form. Not that that means actors aren't intelligent. That isn't the case at all. But you have to be willing to work from within to give an effective performance. Yes, I'm playing an older guy. Your voice becomes different, your movement is different. And the physical part then changes as the story unfolds. As he becomes more beaten down by the obstacles he has to face and the decisions he has to make, he becomes a whole different figure almost. Just, for example, in that little sequence where the nurse says, “We had to sedate her,” it's this pathetic situation and you don't have to say anything, it's just there within your being, and hopefully, if it's really there, it translates to the audience.

When you say that, it's you the actor talking, but how do you negotiate that with you the director, who's probably wondering if what you, the actor, is doing is enough for the scene? How do you keep yourself from looking at the scene from the outside, when you're performing in it?

That's the thing that is most difficult. How do you look at and have a discussion with another actor as the character, without critiquing what they're doing as the director: Why is she doing that with her mouth? What's this expression? You have to get in there with intensity, and you have to be there with the program. Otherwise you get this glaze-over effect and you would never be able to reach as deep within as you have to for a difficult sequence. But every scene is different. Sometimes it's all right to come in and be preoccupied like in life. And in other scenes you have to push yourself down to the very bottom and be there in the situation with the other actors, and you can't think about what the camera's doing. But you learn that from years of experience. When I started directing, I had to be in the picture to get it made. And then I kept doing it because the people I wanted weren't available or had passed away. Circumstances just led to this body of work, and here I am in my seventies, going, Well, I'm still here, still cooking. I still have ideas and things I want to explore. And maybe I should be thankful for that.

In this film, the actors play so beautifully off one another. The timing and the sense of spontaneity and being in the moment and of people really talking to each other is wonderful.

Thank you. Everyone directs movies differently, but the way I get that is just by doing it. Certain scenes I'll rehearse if there are technical difficulties of lighting and camera. Fortunately I have a camera crew that's very well oiled, so they pretty much know where I'm headed, without much explanation. And then, when we get to the point where I'm doing it, no one asks questions when I'm trying to get into the part. The objective is to make everything sound like the first time it's said, so the only thing I can do is try to pick it up the very first time it is said. So a lot of times I'll do it that way. I know some people don't like to do that. And if it doesn't come out perfect the first time, you have to go onward and upward with it. But you'd be surprised with good performers how interesting something can be the first time they try it. And sometimes the rhythm or the timing isn't right, so you say let's do it again with a little more tempo, or let's not make a moment out of something that shouldn't be a moment, or let's make a moment out of something that should be a moment. I think that's what keeps me doing it at this stage in life. It's that every sequence has its own little challenges. And there are no rules. The rule is whatever it takes. There is no style for every scene. It's whatever it takes to get there. You have to understand the people. You have to set an atmosphere and a tone where everyone can feel extremely relaxed and there's no tension to obstruct what you're trying to do. And it's amazing what good things will come out of it.

How much do you think of acting in relation to playing music? It struck me when you were talking about tempos. You are a musician. This is really two questions at once. I also wondered why it took you so long to write an entire score yourself. You've only done it for the last two films.

I've written themes for Unforgiven and further back for Tightrope and Bridges of Madison County. Yeah, I've also thought of the tempo of a scene, whether I was writing the score or not, and if I had a musician coming in to score the picture, I'd always get somebody who felt the tempo of the movie when I showed it to him. Or if I was getting someone before I shot the movie, I'd tell them what I thought the tempo would be like. I do a theme based on what the mood of the picture calls for. I don't do it because I want another job, but sometimes you feel you can do it better than you can explain it. For instance, with Mystic River, I just sat down and started playing a triad, because I was thinking of the three guys, and then I started building chords around it, and I thought, Yeah, it could be something simple like that. I wrote a theme and a little bridge to it. And with this one, I was playing this Floyd Cramer-esque blues and I thought if I could give this a little rural twist, it might be an interesting theme, and then I wanted the bridge to it to be a little more melodic maybe, more like it's coming from somewhere else, representing her and everything about her. So they just come together like that. I did it all in pieces. I edit here in Carmel, and I knew this jazz guitarist so I went over to his studio and I played him the theme. He learned it on the guitar, and then we sat down and played it through about four times at different tempos and one time strumming chords and another time picking and one time in tempo and then free of tempo, and I walked away with it. He thought it was just mock up, but I thought I'm going to use that. Then I went to another friend across town who has a nice computer setup, and he mocked up some synthesized strings and oboes and what have you—a very simple score of the same theme. And then later I had Lennie Niehaus write some violin, cello, bass, and oboe parts and do it real. I don't mind synthesized music to some degree, but nothing replaces the real deal. So I just pieced it together that way. And I could use the mock-up thing as I was cutting the film. Joel Cox and I would put these pieces in and try them. And when we got to where we wanted it, we put in the real music, and we got it the first time and never had to go back and do it again. It's kind of an odd way of doing things, but it's the only way I know how—the odd way.

What I liked about it was that in very subtle ways, it affected the meaning. Like at the end when Frankie walks down the corridor and out the door. It just gave you a glimmer that although this guy might never know he did the right thing, somehow the cosmos knows he did the right thing. That's just the sound of it at that moment.

That's good, because that's what we were trying for. We never know for sure. The ambiguity at the end is the same for Frankie as it is all the way along. But with the last shot, we realize that Morgan's been writing a letter to [Frankie's] daughter. And we go to that little restaurant, and it looks familiar, and we dolly toward that and it looks a little bit like a cabin—it could be the cabin they discussed. And when we get to the window we see that somebody is in there, but it's a little obscure so we don't know if it's Frankie. Maybe, maybe not. We don't know. So does he go off and becomes the lost soul the priest predicts he will become, which is probably the case. Or maybe he does return to that little restaurant with great nostalgia for whatever life the two of them had together.

What do you think of women's boxing? Or first, what do you think of boxing?

When I was growing up, Joe Louis was the champ, and I admired him. As a boy, I thought it was great stuff. And when I did pictures, I trained. A friend of mine Al Silvani was a famous fight trainer. It's an interesting sport. I like it when done well. As far as women, that I don't know. I feel that people should be able to do what they want to do. I guess I'm not as prejudiced as Frankie Dunn, but I thought for a while that maybe women shouldn't be doing the pugilistic type of thing. But I knew a girl who became a woman boxer. She was in Las Vegas and I was working there and I told Silvani, to go over and give her a hand, and he did. She did it for a while and then gave it up, wisely so, I suppose. I don't know. Lucia Rijker, who's in the film—she plays the “Blue Bear”·

She's a scary girl!

She is. She's like iron. There's a scene in the picture, I said we have to have Lucia for this. And there's this friend of mine who's a referee and a karate champion and all this stuff. And I said, Are you a good ref? Well, you just go in there be a good ref and break 'em up. And he tried, and Lucia just throws him to the mat and the girl she was fighting too. He got up and he was red-faced as could be. And I left it in the picture. But Rijker is that way, and she's a terrific lady. And she's reached a pinnacle of success and adulation in a certain crowd that admires what she's done. She's a terribly fit person and she works very hard and more power to her. I always used to joke on the set, “Can you imagine some poor sap on Sunset Boulevard who grabs her door handle and tries to car jack her? He's going to be surprised.” She's just a terrific gal, and she's studying acting. So it worked out perfectly. She could play the part and she helped Hilary a great deal by giving her perspective on what it is to be a woman boxer and on some of the fine points of the art.

This is such a dark film visually, right on the cusp of being too dark to see. It's really gorgeous, but you seldom see an American film that risks being this dark pretty much all the way through.

The use of light and darkness in film, for me, is very important. I wanted the film to look like an anytime film. It could have taken place in the Thirties or the Forties and it's only the cars or what's on the radio that tells you you're in one time and not another. And then I try to design the light and the color to go with the drama. Tom Stern, who has been a gaffer for me for years and is a terrific talent, told me he thought he could get into the Cinematographers Guild, and if he could, would I consider using him. And I said, Let's do it. We got him a lawyer and manipulated around and got him in the guild. So we used him on Mystic River and he did a splendid job. When he was a gaffer I could tell him and the cinematographers he worked for—Jack Green and Bruce Surtees—how I see the look. And a lot of times I do the old John Ford lighting gag. I go around and I shut off lights. Now he's got to the point where he knows, and he says, “Here it is, look at the shot.” And he shows it to me with the light on and the light off. And I say, “Okay, leave the light off.” Now I could have fiddled around and said we'll shoot it once with the light on and once with it off. But no, I made the decision, and then he got bolder and bolder and I guess I got bold, and we came to this thing. I kind of like a noir-esque look, especially for this film. And it's nothing more than like a painter saying, I'll splash a little here and a little there, and then seeing that, Oh, I'm oversplashed. The reason I like Tom so much is he's fast and quiet and efficient and so are his two operators, and they're also so ready. Everybody's ready. That's the key for me. They know I'm ready to go at any moment. And the sound guy. I'll just roll my hand and they'll know. Especially with children. Children are brilliant but if you let them know the camera is going, they get self-conscious. And the set is usually so quiet we can just go ahead and start shooting. I've even done that with experienced actors. And then you don't have to have someone yelling “Quiet, quiet,” and bells ringing and all that kind of thing. I remember once I walked on the set for In the Line of Fire at MGM. It was the first time in a while that I worked for another director. And there were bells going off. And I said, “What are these bells for? There isn't a fire.” And the assistant was yelling, and I said, “Now just relax. If you're yelling, everyone is going to be yelling to get over your yelling. So just talk quietly and everybody will talk quietly along with you.” These are just little tricks that you pick up over the years that work on a certain level. And everybody knows there's no game about it. We don't work long hours, 'cause while we're there we are working. And I always have a good caterer, so everybody has a good lunch. The army travels on its stomach. It's one style. It's not the style, but it is one style.

When you started working on the film, did you make a lot of changes in the original script?

This is pretty much what it was when I got it. I called Paul Haggis. I didn't know him but I congratulated him and told him his script was very nice, and he asked if I wanted rewrites and I said, “No, but if I need something, I'll call you.” I said, “I do make changes along the way.” And he said, “I'll make 'em for you.” And I said, “Well, sometimes they're just at the moment when you're adapting to performers and other things.” Like when you walk on a set and realize that it would be nicer if the light came from here than there. Those are adjustments made along the way. The script is the same. It's an architecture, but it's not quite drawn to the specs of an architecture. You have to be free with it.

I was wondering about one aspect of Frankie's character. He's a Catholic. He's trying very hard to be a good Catholic. He goes to mass everyday. He draws the priest into his soul searching. And that puts what happens at the end in a particular context. It means specifically that he has to go against the Church when he decides to do what he does. But people who are not Catholic or even religious sometimes find themselves in his position and it's every bit as agonizing and complicated as it is for him. I wondered if you ever thought what the story would have been like if religion didn't play such a big part in Frankie's life, or if this was the story you got and you just went all the way with it.

It seemed so logical. Frankie Dunn—I figured he's Irish with a Catholic background. I'm not a Catholic, but I understand their dogma on this kind of matter. It just made for a complicated thing. His kind of love/hate relationship with his faith, his uncertainties, I think, plagued him. But I think the key was when he's absolutely desperate, and he goes to the priest and asks to be consoled on this issue. And the priest says, “Leave it with God.” And he says, “She's not asking God.” And then, the priest says—and I think this is the key to it—”Forget Heaven, forget Hell, forget God, all those things. If you do this you'll be lost somewhere so deep inside that you'll never recover.” So the priest even takes it to a level that's emotional and spiritual but not by the Church rule. He's saying that psychologically you'll be damaged to a point that there's no return from. So he even drops the usual discussion that they have when it comes to this sort of thing or abortion issues, or anything else like that. And I think that's one of the things that made it so interesting. It made me think, yes, Frankie should definitely be an Irish Catholic. And I think F.X. Toole [the writer of the short story on which the screenplay is based] is an Irish Catholic. There's some understanding in the writing there that really worked for me. And I liked the priest and I liked the way he operated. He's a wonderful actor [Brian O'Byrne]. Those scenes were all done in one take. He was ready to go and we did them.

Do you want to say anything about dealing with such a hot issue right now when the temper of the country is the way it is and the government seems to think it should make decisions about what I personally think are very private matters? Have you thought about what it means to put this film out there now?

You know, I don't think about it. I guess I'm obstinate enough to… If it becomes a controversy, that doesn't bother me. Because I think it's thought provoking, no matter what time in history it is, or who you are. I don't care if you're a red state or a blue state. Somebody has had some experience at some point in their life when they have thought about this sort of thing, when they've thought about life and death. And is there a reason now that some people have a dogma against that? Well, people can have a dogma about a lot of things, but then you start thinking about it, and almost anybody, if they start thinking about it, realizes it would be a tough decision, no matter which side you came out on. It would be a tough decision for him to just wait until she dies.

It's so heartbreaking when he says to the priest that selfishly he wants to keep her with him.

The thing is not Kevorkian-esque where you do a favor for someone who just comes along and asks you. This is someone he feels very deeply towards. Selfishly, he wants her there and she just wants to leave, and where do you go from there? That's the dilemma.

With the exception of Mystic River, your films have increasingly had these very pared down scripts, where certain things we might expect to know are left unanswered, like we never know what caused the rift between Frankie and his daughter. Do you like those kinds of scripts?

I do. There's a tendency in moviemaking to treat the audience as if they won't stay with you unless you explain every little thing along the way. I can't tell you how many times I've been asked about what it means in Mystic River at the end when Kevin Bacon points his finger at Sean Penn. Does it mean he's going to get him, or does it mean I know and you know and that's a secret we have for life? And I'll say to the guy who asks the question, “What do you think it means?” And he'll say whatever he thinks it is. And I'll say, “Yeah, whatever you think it is, is right.” I like it, personally, in movies when there's something left to think about. I'm attracted to that sort of thing. But a lot of scripts are overly expository, or they get to the point where they figure they have to explain, or some executive will say, what happens here? We have to know. Well, they don't have to know anything. They have to think, and why shouldn't they think with you? You provoke certain emotions and you let the imagination take over. To me, that's much more fun. Now that just happens to be an idiosyncrasy of mine. Other people may not feel that way, and that's fine, too. Without using ambiguity to the point where it's boring, if sometimes something is left unsaid, it's much more picturesque in the person's mind than something that's drawn out for you which could be disappointing 'cause you wish it were something else.

I always remember the bit in The Searchers where John Wayne comes back from finding the body of the older sister, and he says, “Never ask me what I saw.” So, of course, you spend the rest of the movie trying to imagine it.

That's one of his brilliant performances and brave, because he wasn't afraid to play the flat-out racism. And when you look at his eyes at that moment you know it wasn't something good that he saw. And you'd almost resent it if he started explaining it. A movie like Million Dollar Baby is just a segment of a life, and the other aspects of it—they have to be left in the other life.