WWW- IF Hilary Swank wins the Best Actress Oscar tonight for “Million Dollar Baby,” she should thank Sandra Bullock and Ashley Judd in her speech.

That’s because Bullock and Judd both passed on the role of a tragic female boxer that’s expected to earn Swank, who won for “Boys Don’t Cry,” her second Oscar. PAGE SIX has learned that “Baby” producer Albert S. Ruddy’s first choice was Bullock, who turned down the plum part when she was told she could not pick the director. (This was before Clint Eastwood became attached to the movie).

Ruddy next approached Judd, whose salary demands would have busted the budget. After Ruddy finally settled on Swank, Bullock’s agent called him and said she would do the picture after all. “Al just said, ‘Too late,'” tattles our source.

Ruddy, 76, who won an Oscar for producing “The Godfather,” is taking no chances in his quest to win another Best Picture prize. He even decided to push back the release of his next movie, a raunchy, low-budget comedy called “Cloud Nine,” so Academy voters wouldn’t associate the flick with “Baby.”

“Cloud Nine,” which was supposed to be released last summer, stars Burt Reynolds as a sleazy con man who organizes a ragtag band of L.A. strippers into a beach volleyball team. The flick, which also stars Angie Everhart, D.L. Hughley and pro volleyball star Gabrielle Reece, has been jokingly referred to as “Hoosiers with Hooters” and “Million Dollar Booby” by Ruddy’s co-producers, Burt Kearns and Brett Hudson.

But while Ruddy may be nervous about being associated with the lowbrow “Cloud Nine,” another of his recent projects is so racy that he took his name off it. In 2003, Ruddy, Kearns and Hudson produced a soft-core porn series for Showtime called “My First Time,” in which X-rated actors re-enacted people’s first sexual experiences.

Things got so hot on the set of the series, inspired by myfirsttime.com, that the porn actors, who included Dick Smothers Jr., started engaging in actual sex in front of the cameras. “They were [having sex] in the bathroom, they were doing it all over the set,” Kearns recalls. “We couldn’t stop them.” Ruddy got a kick out of working on it, Kearns said, but his wife, Wanda, insisted that he take his name off of it.