By Sam Alipour
Special to Page 2

PHILADELPHIA -- I'm standing in the players' parking lot outside Lincoln Financial Field freezing my round ones on a frosty December night because Sylvester Stallone, the stallion from Italy who was born in NYC and lives in L.A., has come home.

If you doubt this claim, that Philly is Sly's home, you're clearly not sitting with Stallone. That is, somewhere inside a caravan of four jet-black town cars and SUVs sandwiched between three marked police cars – and, inexplicably, one unmarked police Jaguar – peeling unobstructed through the city's oppressive rush hour traffic on the way to an Eagles-Panthers Monday Night Football contest.

If this is indeed a trip down memory lane for Stallone, the man is running the lights. And can you blame him? He's waited 16 years to promote the final installment in his franchise about Philly's favorite underdog pugilist, "Rocky Balboa."

Wait, stop that.

Stallone received a standing ovation from his fans in Philadelphia.

I know – and as I'll soon find out, Sly knows – that many of you just rolled your eyes. Not all of you. And especially not Philadelphians. Tonight, Stallone is royalty; as he walks the sideline an hour before kickoff, the fans chant one name: "Rocky! Rocky! Rocky!"

Later, up in Eagles owner Jeffrey Lurie's suite, Stallone and his wife, actress Jennifer Flavin, take their seats just in time for the jumbotron's video montage featuring Eagles highlights and "Rocky" footage.

Stallone is nodding his head. Rightly so. He's seen the rain, came back again, still sporting a boxer's physique and a Hollywood tan. Aside from a few wacky veins near the eyes, Stallone, 60, doesn't look his age. He looks giddy.

Then, the crowd of 68,000 turns to face Stallone in a standing O. Sly raises a fist and mouths several "thank yous" from his seat atop the field.

It's good to be back on top.

Sam Alipour: Perhaps no city is associated with a film like Philly is to "Rocky." With all that you've achieved with the franchise, where does garnering Philly's love rank?

Sly Stallone: It's the best achievement that's ever been associated with me. I'm very proud of it, but I take it in stride. It's a privilege to be thought of in these terms, but it's never really comfortable. I just feel like I'm a regular guy who got lucky. I don't know how it happened. I guess Philadelphians have the same spirit that Rocky does. It's an unusual accident. It's never happened before.

View the trailer for "Rocky Balboa"

You were sued by Chuck Wepner, who claims the character was based on him. But you've maintained that it's based on Rocky Marciano, who was born and raised in Brockton, Mass. So why did you set it in Philly?

Rocky was based on Rocky Marciano and guys of that ilk. Every fighter named Rocky was a tough fighter without a lot of grace or ability, just toughness, from the school of hard knocks. And Philadelphia, as a city, is like that, too. They've had some incredible breaks – in 1776, the founding fathers all lived here – but slowly it became an underdog city. It's a great blend.

There's an unmistakable correlation between you and the character, two unlikely American icons. This is particularly true in the latest film. Here's a boxer in the tail end of his career being played by an '80s action star who might be at the tail end of his. Is this your most personal Rocky film?

This is the most personal film I've ever done. Because, you know, in the original "Rocky," I was very young and naive and hadn't had a lot of life experiences. This is sort of like the culmination of what you learn on the road of hard knocks.

In one scene, Rocky goes before the Philly Boxing Commission after he's been denied a license, and then you give this poignant speech about your right to pursue your craft. Is that Sly talking, basically telling the Hollywood establishment, "I'm not done yet"?

Yeah, I'd be hard-pressed to say that there wasn't some of me in there. That was really my motivation for this. When people feel isolated and obsolete, that's a terrible, terrible feeling of loneliness. So I tried to incorporate my feelings, professional and private.

When he speaks to the commission, here's a guy who's paid his dues, passed all of the tests, and he's still denied a license. So that's a speech written for the everyday working guy who does what the country and government wants him to do, and then the bureaucracy says, "Sorry, we're changing the rules on you and you're not going to get what you're entitled to." The little guy is lashing out, saying, "If I've paid my dues, I'm entitled to a piece of the American Dream."

Stallone running steps
John Bramley/MGM
Rocky trains for one last shot at the title.

There was a great deal of negative press when this project was announced. How did you handle it?

I didn't want to get angry because I'd be the same way. If someone said, "Hey, they're making 'Godfather 6,' " I'd be like, "Please." My wife was actually kind of sad that I'd do this. She knew I'd be the butt of a lot of jokes. But I said, "Honey, that's what it's all about. If you can turn people around through the delivery of a good film, they'll forget, forgive." So she said, if you do this, you need to cut the vanity and take this back to the beginning. And she was right.

When did you wake up and say, "It's time to do another Rocky"?

It was '97. I had seen "Rocky V" so many times, it just bothered me. So I wanted to end it differently. Then I saw George Foreman [return to the ring] and I thought that was interesting. You always want to base movies in some sort of realistic event so when people criticize you, you can say, "Well, no, this actually happened."

I'd imagine there was some resistance at MGM, but, as you say in the film, "A fighter fights," right?

That's right, a fighter fights. That's what they do. I went to the studio and through '99 they said, "No way, not a chance." So it took six years or so. Then a few things happened. I ran into Joe Roth of Revolution Studios, a great guy from one of the studios who's now behind this film. He's the one who got the ball rolling, 100 percent. And the head of MGM was relieved of his office and was replaced by [MGM Chairman] Harry Sloan.

Visually, this one is a departure from the previous films. The camera's jumpy, the images gritty and raw. What was your game plan?

Sylvester Stallone's three top non-Rocky boxing flicks:

"The Set-Up," 1949, Director: Robert Wise
"The Set-Up," with Robert Ryan, was very gritty and real. The boxing wasn't great, but the story was.

"The Champ," 1979, Director: Franco Zeffirelli
For pure boxing, I'd go with "The Champ." I was very impressed with the way Jon Voight moved. He was also in there with a real fighter, Randy ... hold on, it'll come to me ... the fellow that Larry Holmes fought ... Randall "Tex" Cobb! He was in there with a pro, which made it interesting.

"Fat City," 1972, Director: John Huston
It's a very realistic look at the unpopular, seedy side of boxing. "Rocky," on the other hand, is the optimistic side.

I wanted it to have the feel of the first "Rocky" and to also employ some of the colors, grit, shadowing of the neighborhood. I did employ a few techniques that we have now, some high-tech stuff. For example, as soon as we cut to Las Vegas [for the fight], we go from film to high-def tape. So we give the fight a glitzier look.

Let's talk about that. "Rocky V" culminated with a street fight. You return to the ring in this one, where you shot a very different fight from films past. It wasn't cartoonish with its violence, but realistic, with a look similar to an HBO fight. How did it feel to climb in that ring one last time, both as a director and as this iconic film character?

It was a great feeling, but very difficult. We used the HBO and ESPN formats to try to shoot the sport with a realistic look, so people will be like, "Wow, I've seen that before. That's very realistic." To do that, we dispensed with some of the tricks. I think fans are too savvy for that. Also, I wanted Rocky to look rusty and, compared to [former light heavyweight champion] Antonio [Tarver], primitive. Working with Antonio Tarver was fantastic because he could adjust and throw punches from angles that no actor could achieve. There was a lot of contact and realism.

Did Tarver ever slip up and clock his director?

(Laughs) Many times, actually. The second knockdown in the movie was a result of a flurry of hooks from Antonio that I never saw coming. We just left it in there.

Mason Dixon enters the ring to a track from Three 6 Mafia. Rocky, on the other hand, marched to a light, comical number that had the audience laughing. Interesting choices.

Rocky vs. Dixon
John Bramley/MGM
The fight scenes with former champ Antonio Tarver were real (well, almost).

Yeah, I thought that before the boxing, the violent turn, it would be great to do a joke or something lighthearted. So Rocky enters the ring with one of the silliest songs ever written: "High Hopes."

Never heard of it.

(Stallone sings.) Once there was a silly old ram. (Laughs) "High Hopes." Then, while the audience is laughing, Tarver's character comes out to Three 6 Mafia, a very intimidating song, very foreboding.

This was the best acting I've seen you do, right up there with the first "Rocky," for which you received a Best Actor Oscar nomination, and your turn as beaten-down sheriff Freddy Heflin in "Cop Land," which is one of the most underrated performances of the last decade. Does it frustrate you that you're not recognized for your acting chops?

Yeah, it does. I have to say it does. But I understand it. I really do. When you start out with a certain perception, it's very hard to change that. If you're considered a physical action actor, people can't accept you as a dramatic actor.

So, I prepared for this interview by running up the Rocky steps this afternoon –

You're kidding. Did you really?

Yeah, I'm that guy. I'd never been to Philly and I'm about to interview Rocky, so I had to get pumped. So, I'm running – well, actually, walking and smoking – up the steps and I get up there to find no Rocky statue. They moved it a few times. Now it's at the bottom of the steps. Were you pissed when they said they're moving it?

(Laughs) Well, of course I was a little put off. But I much prefer it at the bottom because, really, the idea is we're all at the bottom of the stairs of life. And it's the ascent that takes the effort. I'd rather be at the bottom, trying to get to the top. Anyway, I understand.

I was humming that darn song the whole way. Do you ever find yourself humming Bill Conti's "Gonna Fly Now"? Like, say, in the shower?

Stallone directing
John Bramley/MGM
Stallone, who also wrote and directed "Rocky Balboa," calls this his most personal film of his career.

(Laughs) All the time. I give Bill Conti almost all the credit for the success of "Rocky," the original. The music was experimental, very bold. By that I mean, never had I seen a simple, blue-collar guy surrounded by grand symphonic music – almost gladiatorial music – so the contrast made the film that much more grand. It wouldn't have been the same with simple source music.

Right, but where do you hum it?

(Laughs) Usually when I'm working out. And I actually hum the sadder part. I go, (sings something like) Duh, duh, duh … duh duh.

Which "Rocky" film are you most proud of?

The last one. I love the first one, but the last one is by far the one that took the most trouble to get done, and I think it has all of the experience that Rocky has gone through incorporated into it. And it's a really good message.

At the other end of the scale, there's "Rocky V." What went wrong?

It was a mistake on every level. It was a result of the way I was living my life at the time. I wasn't focused. I let success go to my head. And, I underestimated the audience's need for an uplifting story. When Rocky was relegated to training Tommy Morrison and he was suffering from brain damage, it was just so depressing. I overestimated the audience's ability to appreciate the other side of success. I learned that nobody wants to see the overweight Elvis, the depressing Charlie Chaplin. They want an uplifting experience.

How did you get in shape for this film? The Canseco or Balboa School of Training?

(Laughs) A lot of power lifting. I did a lot more power lifting than bodybuilding to build thickness. I would also spend about two hours in the boxing gym, but the problem was I'd broken my foot in October, and we started filming [the fight scene] on December 4th in Vegas.

How did you break your foot?

Believe it or not, on a weight. And Antonio actually broke his knuckle on the side of my head. So we couldn't box until we got to Vegas, and when we got there, I thought, why don't we just throw caution to the wind and really box each other? To a point. (Laughs) In other words, don't kill me, but let's make this as realistic as possible.

Are you going to let yourself go now?

(Laughs) A little bit.

No "Rocky VII"?

(Laughs) No "Rocky VII."

Sam Alipour is based in Los Angeles. His Media Blitz column appears in ESPN The Magazine and regularly on Page 2. You can reach him at