Grade: B-

Despite a lively performance by Meg Ryan as boxing manager Jackie Kallen, "Against the Ropes" never hunkers down and starts punching.

The most successful female manager in the history of men's boxing, Kallen had to jab her way through derision and prejudice to find her place in the ring. When she did, she took four boxers to championships.

In this fictionalized version, Kallen's job as a knocked-around personal assistant to the manager of a Cleveland boxing venue is so low she can't even see the glass ceiling. What she can see is talent - a strong right hook, a quick left jab.

A preening big-shot promoter ("Monk's" Tony Shalhoub) sneeringly sells her a boxerÕs contract for a buck. The guy doesn't work out, but in trying to find him she stumbles across a natural named Luther Shaw (a fit Omar Epps, with too little to do). Luring a canny veteran trainer (Charles S. Dutton, who also directed) out of retirement, Jackie sets about beating "the boys" at their own game.

OK, the premise is pretty much "Erin Brockovich" meets a "Rocky" sequel. But let's not forget, those were very successful movies.

Working in a lower register and sashaying around in an endless parade of tacky-sexy outfits, Ryan is clearly enjoying herself. She adroitly maneuvers her trademark cuteness into a kind of oblivious brashness - a curious mix of brassy and brave. Or, at least, a very thick skin.

Dutton, who boxed in the '60s, knows this world and he mostly seems amused by it. He has an appreciation for a colorful milieu of big cigars and bigger bets. He also takes a few sublime jabs at the place women are traditionally consigned to in boxing - walking around the ring in skin-tight sequins, a manic, glazed smile plastered on their faces, holding placards over their heads announcing the next round. It makes a nifty contrast between what Kallen is expected to do and what she insists on doing.

But something's missing. Part of it may be the relationship between Epps and Ryan, which is never satisfactorily developed. They like each other, then she becomes an egomaniac, then he's mad, then she's sorry. It all happens rather abruptly.

And "Against the Ropes" never ventures too deep. A touch of the down-and-dirty side of boxing - the deals, the dope, the daunting whiff of corruption - would've given it some needed grit.