It' Ain't Over Till It's Over


Nearly seven-years in the making, Rocky Balboa the film was engineered to bring the Rocky saga full-circle and make up for the traction lost with the box-office failure of Rocky V back in 1990.  Originally written by Sylvester Stallone in 1999, this sixth and final installment of the series had a long and tedious journey through the studio system before finally being greenlighted for production in 2005.

Glimpses of Stallone’s screenplay were sporadically released during 2004 in his unique fitness magazine for men aptly titled “Sly”, and fans were treated to dialogue and artwork by Stallone artist Bill Pruitt which were exclusive to each issue.  It was within these script segments that the masses discovered the heartbreaking news that Rocky’s beloved wife Adrian has passed away.

While commonly referred to as Rocky 6, this film’s official title is Rocky Balboa, a name that is meant to encapsulate the entire story rather than just creating yet another sequel.  Indeed, Rocky Balboa was intended to turn out as a stand-alone film, much like the 1976 original, and it met the mark.


The key members of the entire series returned one last time: Stallone, Burt Young as the gruff but loveable Paulie, Tony Burton as Rocky’s trainer, and even Rocky’s very first on-screen rival, Spider Rico.

As word of the new Rocky film spread, fans were shocked and saddened to learn that Adrian’s character had passed away and would not be featured in the movie. “In the original script, she was alive,” says Sylvester Stallone about the first draft of Rocky Balboa. “But it just didn’t have the same dramatic punch. I thought, ‘What if she’s gone?’ That would cut Rocky’s heart out and drop him down to ground zero.”


Actress Talia Shire remembers: “Sly showed me the script because he knew I’d lost my husband [producer Jack Schwartzman]. When Jack was alive, he and I were producing movies, so I was doing much less acting and more development. I was aware of the possibility of Adrian (at one point) being in it and dying (on screen), but my being in the movie or not was not as interesting as how Sylvester was going to achieve this. Ultimately, I was wondering how in the world he was going to justify getting Rocky back into the ring.”

Indeed, Adrian’s loss is what drives the film, much as Rocky’s budding love story with Adrian was the heart and soul of the original film. Though a difficult pill to swallow, Adrian’s death and absence from the film is truly what makes Rocky Balboa so powerful, providing Rocky a believable reason to fight again, if only in an exhibition match.

“She handled it with such dignity,” Stallone recalled about the moment when he had to tell Talia Shire that she wouldn’t have a role in Balboa. “I told her, ‘Talia, you’re the heart and soul of this movie, but you’re just here in spirit, and that’s what’s going to drive the film. Your heart drove the first film.’ It’s what I call ‘The Adrian Factor.'”

As production began, in November of 2005 it was rumored that Talia Shire might be returning to reprise her role as Adrian Balboa, this time only in flashback.  Ultimately, Talia appeared in Rocky Balboa only in rehashed clips from her appearances in the earlier films. Disappointingly, no new footage of any kind, no film or voiceover was included – this seems a sadly missed opportunity which might have even further enhanced the sentimentality of the movie.

Seeing Rocky as a widower moved Shire after she screened the film in 2006. “Watching Rocky wake up from a very lonely bed, searching for [Adrian] at the grave, felt very familiar,” Shire said. “Adrian wasn’t there, but she was very much within him.”

It was also expected that Sylvester Stallone’s son, Sage, who took on the role of Rocky Balboa, Jr. in 1990’s Rocky 5, would make a comeback, but an announcement was made that 28-year-old actor and television star Milo Ventimiglia would take up where Sage left off.  In addition, Mr. T was rumored to make an appearance as Clubber Lang – now a ringside commentator. Clubber Lang’s moment in the film never happened, either.


Promotional photography sessions featuring Sylvester Stallone were held on October 28, 2005 and less than a week later, co-star and real-life boxing champion Antonio Tarver met Sly in the virtual ring when motion capture work was produced for the film at the Oscar-nominated Blur Studios in Venice, California.  These green screen sequences were used for the virtual computer match between the two men as it appeared in the film on an ESPN broadcast. The most complete version of the ‘cartoon fight’ (as Paulie refers to it) can be found in the special features section of the Rocky Balboa DVD.


The filming, which was on a tight schedule of 38 days, begins during the second week of December, 2005.  Shooting of the major boxing scenes took place in Las Vegas, Nevada at the Mandalay Bay Resort & Casino‘s massive arena.  Casting company Be In A Movie set out in November to wrangle thousands of Rocky fans to stand in as extras in the crowd watching Rocky Balboa’s final battle in the ring. Over a period of days, Rocky Balboa fought Mason “The Line” Dixon in the ring, producing one of the most realistic on-screen boxing matches in cinema history. Sly encouraged champion boxer Antonio Tarver to really hit him and not to hold back. Tarver followed direction and thus, what we see in Rocky Balboa are real hits. Real punches. Real reactions. Click here to read Total Rocky’s on-set report from this final match.



In January, 2006 with the fight scene wrapped, the production crew re-located to Philadelphia, Pennsylvania to complete the majority of the filming before heading back to Los Angeles.  In early November, 2005, Sly and brother Frank Stallone journeyed to Philly to scout locations.

At the time, Stallone explained this portion of the movie saying that Rocky would “go back and revisit all the places that were very emotional – the pet shop, the streets, the church he got married in, the ice-skating rink – and how things have changed but he hasn’t. And then he realizes that he has to move on.”

Filming locations in Philadelphia that were ultimately used in the film included the Italian Market, the Philadelphia Museum of Art, the façade of Mighty Mick’s Gym, and Adrian’s abandoned pet shop, J&M Tropical Fish. Scenes depicting St. Thomas Aquinas Catholic church where Rocky and Adrian were married did not end up appearing in the movie.


The premiere of Rocky Balboa on December 13, 2006 was like a big reunion of the Rocky cast. Sylvester Stallone arrived with his wife Jennifer Flavin and their three daughters; other Rocky cast names who attended the red carpet premiere were Talia Shire, Burt Young, Frank Stallone, Sage Stallone, Dolph Lundgren, Tony Burton, Geraldine Hughes, Antonio Tarver, Milo Ventimiglia and James Francis Kelly III (“Steps”).

Other big Hollywood names attended including Arnold Schwarzenegger, Bruce Willis, James Caan, Sharon Stone, Patrick Swayze, and Sean Astin,