Real life people going against the odds always make interesting subjects for a film, and Agains the Ropes, based on true events, offers such an opportunity. Jackie Kallen, the daughter of a boxing trainer, literally grew up among the ropes in a Detroit gym. Under the gloves of her father and an uncle, a fighter who encouraged her to go after her dream, Jackie became the first female boxing manager.

When Jackie (Meg Ryan) tires of her sexist boss, she sets out to do what she knows best. After winning a low-life doped-up boxer in a verbal confrontation with boxing kingpin Sam LaRocca (Tony Shalhoub), Jackie dumps the boxer but finds Luther Shaw (Omar Epps). Luther seems to have a chip on his shoulder the size of Madison Square Gardens but has just as large a potential to be a prize-winning fighter.

Meg Ryan instills her confidence, feistiness and ingenuity into the gutsy role of Kallen, a woman who won't take no for an answer but knows when to bow out of the ring for the good of her boxer.

What makes Against the Ropes a truly enjoyable movie is the characters' journeys. Jackie, a pretty Jewish woman from the suburbs, and Luther, a black man trying to survive in the streets, connect immediately. They're both looking for a little respect and a much better life. "I'm really proud of the way the relationship between Jackie and Luther plays on the screen," said Ryan. "It's platonic, but definitely loving." 

Omar Epps agreed. "Even when they don't see eye to eye, and end up estranged for a while, they eventually do come back together." Epps flushes out his character extremely well -- no surprise because he's been acting since grade school. In addition to many film roles, fans of the TV drama ER will remember Epps as Dr. Dennis Gant.

Epps enjoyed his connection with Ryan off screen as well. "We had a great connection," he said. "It was great to be part of her metamorphosis as this character. Meg's in a place where she wants to be challenged. Outwardly she and Jackie Kallen couldn't be two more different people, but on the inside they are a lot alike in their drive and determination to get where they're going."

Both Ryan and Epps did their homework for their roles. Epps, already a boxing fan, was eager to step up to the ring and completed intense mental and physical training. "Rocky is the quintessential boxing film, but if you watch the boxing, it really sucks technologically," said Epps. "Director Charles Dutton was also a boxing fan and wanted the fight scenes to be authentic. So there was pressure because I couldn't fake it. The training was rigorous, I had only one and a half months to prepare and I worked out five hours a day. I had to dive in -- eat and sleep boxing."

Jackie Kallen became a sports writer before the drive to manage her own boxers sent her career in a different direction. Overcoming the stigma that the only woman's place in the ring is in a bikini, she quickly mastered contracts, hired sparing partners and taught her fighters how to do interviews. Ryan attended fights with Kallen and even took boxing lessons. "I was terrible at it," she said. "Omar definitely has all the boxing talent in this movie."

Offering first-rate performances by Ryan, Epps and Tony Shalhoub, Against the Ropes emerges as an interesting drama about two lost souls who join together for the good fight.

(Released by Paramount Pictures and rated "PG-13 for crude language, violence, brief sensuality and some drug material.)

Read Diana's interview with Omar Epps.