NEW YORK (AP) – “Million Dollar Baby,” the story of a woman trying to rise above her hard-knock life by training as a boxer, was voted best film and earned awards for actress Hilary Swank and actor-director Clint Eastwood at the National Society of Film Critics awards Saturday.

Alexander Payne’s male-bonding movie “Sideways” came in second in the best picture category, while “Before Sunset,” director Richard Linklater’s sequel to the romantic drama “Before Sunrise,” placed third.

The group of 56 newspaper and magazine film critics held its 39th awards ceremony at Sardi’s Restaurant in Manhattan.

Swank was tied for first place in the best actress category with Imelda Staunton of “Vera Drake,” the abortion drama set in 1950s England. Julie Delpy placed third for “Before Sunset.”

Jamie Foxx was selected best actor for his roles in “Ray,” the biopic of the legendary musician Ray Charles, and “Collateral,” in which he played a cab driver forced to drive around a hitman played by Tom Cruise.

Paul Giamatti came in second for “Sideways,” playing one of two mismatched best friends who spend a week vineyard-hopping along California’s central coast. Eastwood won third place for both best actor and director.

Zhang Yimou received best director for “House of the Flying Daggers” and “Hero,” martial arts dramas set in medieval China. Payne placed second for “Sideways,” which also was voted best screenplay.

Ousmane Sembene won the award for best foreign language film as director of “Moolaade,” the story of six girls who escape from an African ceremony of female circumcision. The society’s pick for best nonfiction film was “Tarnation,” Jonathan Caouette’s documentary about growing up with his schizophrenic mother.

Thomas Haden Church was voted best supporting actor for “Sideways,” edging out Morgan Freeman, who plays a retired boxer in “Million Dollar Baby.”

Virginia Madsen (“Sideways”) and Cate Blanchett (“The Aviator” and “Coffee and Cigarettes”) placed first and second, respectively, in the best supporting actress category.

Peter Sarsgaard and Laura Linney placed third in the best supporting actor and actress category for their roles in “Kinsey.”