Knocked sillyAs the Italian Stallion comes out of the pasture and back into the ring, he packs more heart than dramatic punch. A film full of heart and hokum

Rocky Balboa, chewing his words like chunks of scrapple, is in reflective mode early in the sixth and promised final chapter of the Philadelphia pugilist's saga. The old Italian Stallion, long out to pasture, tells his pal Paulie, "I think there's still some stuff in the basement."

And he's not talking about plastic recyclables.

Rocky Balboa, which Sylvester Stallone wrote, directs and stars in, comes 30 years and a few months after the Academy Award-winning best picture that made icons of both Stallone and his fictive Philly prizefighter.

Now, the AARP-eligible Rock (he's 58 in the movie) runs a restaurant - named Adrian's, after the dear-departed love of his life. (Talia Shire, who played Adrian, yo-yos back in fleeting flashbacks.) He keeps her photo on the dash of his van; he visits her grave, bringing fresh flowers and old memories.

Nightly, Rocky regales his customers with stories of bouts of yore, uppercuts hurled at Apollo Creed (Rockys I & II), the Clubber Lang slugfest (Rocky III), the Ivan Drago battle royale (Rocky IV). His eatery, where the spaghetti and sauce come by way of a mostly Latino kitchen crew (this disturbs Paulie, but Rocky just shrugs, resigned to the realities of the U.S. labor market), is decorated with photos and memorabilia of his glory days.

But something's missing.

It's that Bill Conti theme music. It's those Art Museum steps. It's the giant slabs of frozen cow, waiting to be pummeled again.

Yup, it's that plucky underdog business - a creaky moke in a porkpie hat determined to go the distance, prove his worth, follow his dream, take a pounding and keep on swinging, his eyes puffy, his head a dizzy swill of corner man counseling and images of previous bouts, and previous Rockys. (Yes, more flashbacks, triggered by the opponent's murderous hook.)

"What's crazy about standing toe to toe and saying, 'I am?' " Rocky asks. What indeed?

Like Invincible, and the Jeff Garcia-led Eagles - a couple of real Philadelphia sports yarns - Rocky Balboa is classic up-from-the-impossible stuff, a tale of triumph, or at least of dignity regained.

It is also pure corn, 100 percent hokum. Stallone resurrects old characters like brother-in-law Paulie, played with a stogie, a sneer and a paunch by Burt Young, and Rocky's son, Robert Jr. (Milo Ventimiglia), once a pipsqueak and now a dour twentysomething who keeps his distance from his celebrity dad. And let's not forget Cuff and Link, the pet turtles from the first film, still clambering around, waiting to be peppered with food.

There are new, surrogate characters, too: Little Marie (Geraldine Hughes), a sad-eyed barkeep that Rocky takes a liking to, charming her with his goofy ad-lib philosophizing, taking an interest in her mixed-race teenage son (James Francis Kelly III), whose name happens to be Steps.

And there's Mason "The Line" Dixon (pro fighter Antonio Tarver), the undefeated heavyweight champion of the world, a be-blinged multimillionaire with a posse, a crib and a driveway that looks like the valet parking lot for the Striped Bass. But for all his trophies, his untarnished record, Dixon lacks something: passion.

Although the scenario strains credulity (don't tell that to George Foreman), it works as a metaphor for all the baby boomers out there standing defiant against the onslaught of years. Rocky wants to fight again - "small things," local matches, he says. But then an ESPN show comes on, offering a computer simulation that pits the reigning champ of the day, Dixon, against the one from the '70s and '80s - you-know-who.

The show gives Rocky ideas. And it gives Dixon's sharp-suited agents a p.r. opportunity. By putting their client - unloved by fans, and unchallenged by serious fighters - in an exhibition match with the "Balboasaurus," it'll show that Dixon isn't the arrogant, hot-headed, first-round killer that the public believes him to be.

Everybody's a winner.

The logic is flawed on both sides, but it sets Stallone's plot in gear. Rocky listens to Paulie telling him he's crazy, to his son telling him he's crazy, to his old trainer (Tony Burton) telling him to start building "some hurtin' bombs." Rocky takes Little Marie's son down to the pound to check out the mutts. If Rocky had a dog in Rocky I, he's gotta have one in Rocky VI. It's a shaggy dog. They call him Punchy.

Cut to the training montage: Rocky and Punchy running along snow-flecked Kelly Drive, the cars and sculls racing past. Rocky and Punchy taking the steps of the Philadelphia Museum of Art, where he - Rock - raises arms aloft, back again on that dais of high culture overlooking the skyline of his hometown.

Rocky Balboa is an epic exercise in nostalgia. Stallone, after a long - and increasingly irrelevant - career, revisits the man and the movie that launched him to Hollywood heights. (Talk about populist underdogs, take a look at Stallone's competition when Rocky won the best-picture Oscar in 1977. Three of the other nominees: All the President's Men, Network, and Taxi Driver.) But while Stallone, and Rocky, still have heart, they don't have much else. The dialogue in Rocky Balboa spurts geysers of believe-in-yourself cliches. ("The world ain't all sunshine and rainbows. It's a very rough, mean place. . .." "I figure if you live someplace long enough, you are that place.")

Philadelphia looks good in Stallone's picture, but it's looked better. The trash and graffiti in the tough neighborhood where Little Marie lives is artfully arranged, and the Cira Centre, Cesar Pelli's glass diamond office building alongside 30th Street Station, makes its feature debut in glistening style.

The big match between Balboa and Dixon takes place in Vegas (and was shot before a ringside crowd - the Rocky production piggybacked with an HBO-sponsored bout). The fight scenes don't have the force and artistry of Scorsese's Raging Bull (though Stallone goes arty black-and-white for a time) or Eastwood's Million Dollar Baby, but they do the job - close-ups of the relentless pounding; the fast cuts; the face cuts; the thwacking, bone-cracking sound effects.

Stallone's Rocky has become a mythic figure over time, and a mascot for a city - midway between the nation's political and business capitals - that still thinks of itself as Underdogville. Rocky Balboa puts the anything-is-possible fairy tale to rest with a lot of heart, and a lot of hooey.

Rocky may still have stuff in his basement. But it doesn't look as if there's much of anything left in the attic.

Contact movie critic Steven Rea

at 215-854-5629 or srea@phillynews.com. Read his recent work at http://go.philly.com/stevenrea.

Rocky Balboa

** (Out of four stars)

Produced by Charles Winkler, Billy Chartoff, David Winkler and Kevin King, written and directed by Sylvester Stallone, photography by Clark Mathis, music by Bill Conti, distributed by MGM Pictures.

Running time: 1 hour, 42 mins.

Rocky Balboa...... Sylvester Stallone

Paulie. . . Burt Young

Marie. . . Geraldine Hughes

Robert Jr................... Milo Ventimiglia

Mason Dixon. . . Antonio Tarver

Parent's guide: PG-13 (boxing violence, profanity, adult themes)

Playing at: area theaters