Clint Eastwood will follow his award-winning "Mystic River" by directing, producing and starring in "Million Dollar Baby."

Sources said Hilary Swank and Morgan Freeman are in negotiations to star alongside Eastwood.

The movie will be a Malpaso production in association with Lakeshore Entertainment and Albert S. Ruddy Prods. Warner Bros. Pictures will distribute domestically, while Lakeshore Entertainment handles international.

"Baby" is a tragic and platonic love story involving a fighter -turned- trainer and a woman in her early 30s who is determined to begin a boxing career.

"Baby" is based on two short stories from the collection "Rope Burn" by F.X. Toole. Ruddy and screenwriter Paul Haggis optioned the stories in 2001, with Haggis adapting them on spec. The project then landed at Lakeshore.

Along with Eastwood, the project's producers are Ruddy, Haggis and Lakeshore's Tom Rosenberg. Lakeshore's Gary Lucchesi is executive producing.

Production is slated to start in June in Los Angeles.

Eastwood is repped by Leonard Hirshan and attorney Bruce Ramer.

Haggis, a veteran television writer-producer, is repped by Larry Becsey of Becsey/Wisdom/Kalajian, Mark Harris and attorney Peter Dekom.

Swank and Freeman's reps could not be reached for comment.