Watching Stallone's first sequel, ROCKY II, the 1979 follow up to the original Best Picture winner, it's really two movies cleverly merged into one.
The first half is a quiet, introspective character study of Rocky Balboa and his wife Adrian, well played by Stallone and Talia Shire.
Rocky was thrilled with his shot, fulfilled his wishes by going the distance against Apollo and wants to build on that legacy without ever picking up the gloves again.
It's an unblinking look at a man whose near illiteracy and lack of confidence outside the ring cripples any easy chance he has at lasting fame.
Burgess Meredith is back as Mickey and he's terrific, quietly expressing frustration as he watches his greatest fighter slip back into obscurity.
We also watch Apollo Creed (Carl Weathers) grow more and more angry as the sports world calls him out for rigging the first fight, constantly shouting at him that Rocky actually won the match.
Of course at the halfway point, we eventually do get a go for a rematch, but Stallone's script keeps its foot on the brakes, with Adrian furious Rocky is going to fight again, Balboa only half committing to training and Mickey pissed off that Rocky doesn't have his heart in it.
Stallone's weakness has always been for some of the more heavy-handed mechanics of his screenplays and the plot device he uses here to eventually set up Adrian's green-light for the fight does plod along with predictability.
But once he gets the go, starts training and Bill Conti's music for the training montages kicks in, who cares! It's classic Rocky yet again.
The Creed/Rocky rematch is so well staged it's a blast to watch every jab. The concluding round is very Hollywood but Stallone pulls it off very well, leaving you jumping in the aisles.
When Creed enters the ring for the rematch, all the music, pomp and circumstance of his first fight with Rocky is gone. He's all business.
The same could be said about Stallone in his approach to this sequel.
He's gone back to the well, but he's honored his character in the same way the original did, with a film that's 60% quiet living and 40% sports movie powerhouse.
With a budget of $7 Million (seven times the original!) the film grossed $85 million in the US alone and paved the way for many more sequels.
Stallone, Weathers, Shire and Meredith are all terrific, building on their portrayals of the people we met in the original.
This was the last film for years that took Rocky quite so seriously. There's not a Mr. T or an Ivan Drago in sight....but they were just around the corner.
ROCKY II is a worthy follow up that battles its way to a B.
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