Million Dollar Baby begs to be watched with the curtains drawn and the lights down low. It isn't afraid to go dark—figuratively and literally. The movie has the look and feel of a gritty, '40s film noir, and that murky mood is set immediately with the black-and-white production company logos. The rest of the movie isn't shot in black-and-white, but with its de-saturated colors, it sure feels that way.

The Headless Sportsmen

Production designer and frequent Eastwood collaborator, Henry Bumstead never met a shadow he couldn't hide someone, or something, in. When Frankie agrees to train Maggie on her 32nd birthday, we first see him from the arms down. Maggie's working on the speed bag, and Frankie suddenly appears. Well, his arms appear. His head and shoulders are completely cloaked in darkness.

This echoes an earlier scene when Scrap also approaches Maggie at the speed bag after hours. We first spy him from the arms down, too, as his head and shoulders are hidden in the dark. It seems like Scrap, our ever-present narrator, is constantly emerging from the shadows, most notably at the end of the film, when it's revealed that he saw Frankie sneak in and out of Maggie's room for the very last time.

The Shadow Knows

So what's up with all of the shadowy corners? They set a subdued yet stormy tone that paints the world of Million Dollar Baby—specifically the one that revolves around the grimy Hit Pit gym—with a bleak brush. "…The shadows of authentic tragedy fall…deeply over its hushed, intimate spaces," writes A.O. Scott (source). There's an air of sadness and sorrow to everything, even before Maggie's accident.

But wait—it's not all doom and gloom.

Those intimate spaces that Scott refers to are where the friendships between Frankie, Scrap, and Maggie quietly bloom. Those peaceful shadows are where Frankie and Scrap argue about sleeping socks; they're where Frankie and Maggie become family. You know how your mom always tells you it's the little things that matter? This is what she's talking about: poetry books, arguments over good smelling bleach, and diner counter pie.

Take the nighttime drive that Frankie and Maggie make, where Maggie tells Frankie about her dad, and that Frankie's all she's got. Roger Ebert breaks it down:

"Instead of using the usual 'dashboard lights' that mysteriously seem to illuminate the whole front seat, watch how [cinematographer Tom Stern] has their faces slide in and out of shadow, how sometimes we can't see them at all, only hear them. Watch how the rhythm of this lighting matches the tone and pacing of the words, as if the visuals are caressing the conversation."

The highway may be dark, but as they bond like father and daughter, Frankie and Maggie's hearts are light.