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AsRocky rings in its 50th anniversary, there’s no better time than to take a look back at the film’s most iconic scenes. From Rocky’s (Sylvester Stallone) run up the steps to his sweet scenes with Adrian (Talia Shire) and big fights with Creed (Carl Weathers), there’s no shortage of memorable moments.
Scroll down for a closer look as we take a stroll down memory lane.
TV Guide Magazine’s Rocky 50th Anniversary Special Issue is available for order online now at Rocky.TVBooks.com, and for purchase on newsstands nationwide.

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The film’s first image is of Jesus, before the camera pans down and we see Rocky boxing in a smoky, grubby church. The audience is bored, until a head-butt from his opponent Spider Rico (Pedro Lovell) angers Rocky and spurs him on to deliver a pounding.

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Back in his rundown apartment, Rocky feeds his turtles, Cuff and Link (still alive today!). Later, he visits the pet store to buy more food…and to share a joke with Adrian (Talia Shire), who works there.

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Marie (Jodi Letizia) is a young girl from the neighborhood who’s been hanging out with the wrong crowd. Rocky, genuinely concerned, pulls her out and walks her home, warning her that if she continues smoking, swearing and spending her time with them, she’ll get a bad name.
Her reaction is less than grateful, as seen above, but 30 years later, in 2006’s Rocky Balboa, a grown-up Marie (now played by Geraldine Hughes) becomes a platonic friend and confidante for Rocky after the death of his beloved Adrian.

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Sylvester Stallone used his real dog, Butkus, as a costar, with Butkus as one of the animals in a cage at the pet store where Adrian works. As Rocky begins training for his big fight, Adrian gives him Butkus for inspiration. Rocky happily accepts and welcomes Butkus to the family… and even brings him on his training runs.

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To make ends meet, the dirt-poor Rocky has a side hustle enforcing for loan shark Mr. Gazzo (Joe Spinell). He’s supposed to break the thumbs of a guy who hasn’t paid up, but Rocky doesn’t have the heart to do it…a source of consternation for Gazzo, who comes down on the fighter for making him look bad and ruining his reputation.

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Rocky loses the locker he’s had for six years to another fighter at Mick’s (Burgess Meredith) gym. When Rocky goes to confront Mick, the older man bluntly tells Rocky he’s been fighting “bums,” adding, “You know what you are? A tomato!” Rocky has heart, but he’s not really in the sport: He’s never gotten his nose broken, for one thing. The conversation ends with Mick telling Rocky he should think about retiring.

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Rocky’s friend Paulie (Burt Young) brings the fighter over on Thanksgiving to take his shy sister Adrian out. She’s reluctant, and the rude Paulie throws out the turkey she cooked and insults her. But Rocky charms her, asking Adrian if they could get some food together and “maybe laugh a little bit.”

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Rocky and Adrian’s first date is at a skating rink (she skates, he doesn’t). The rink is closed for Thanksgiving, and the manager demands $10 for 10 minutes alone on the ice. Rocky shares he “wasn’t born with much of a brain,” so he started fighting.

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Champ Apollo Creed (Carl Weathers) needs to find a fighter to take on, and when he sees “the Italian Stallion,” Creed knows a fight between the two of them will draw media attention, which he craves.

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Mick shows up at Rocky’s apartment to tell Rocky he needs a manager: Mick. Rocky is upset that Mick never tried to help him earlier, but eventually he accepts the offer, and his intense training regimen begins in earnest. One unusual form of training: Since Paulie works in a meat locker, Rocky practices by punching slabs of frozen beef (much like legend Joe Frazier did). Stallone also really punched the frozen meat, and his hands paid the price: He flattened his knuckles filming the scene.

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His first run up the Philadephia Museum of Art steps may have been a struggle, and it shows, but Rocky improves steadily, and suddenly he’s running with passion and determination. The running scene through Philadelphia is one of the most famous in sports movie history, made particularly special because of cameraman Garrett Brown’s (center) invention of the Steadicam, which allowed filmmakers to show Rocky’s athletic movements without shakiness. Rocky viewers felt almost as if they were part of the run. Besides Rocky, two other films that year used the Steadicam: the Woody Guthrie biopic Bound for Glory and the Dustin Hoffman thriller Marathon Man.

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“Little did I know that running up the steps would be the most famous shot in the entire movie,” Stallone writes in his memoir The Steps. He adds, “Those towering steps were the embodiment of success for me. They were a symbol of all the times I had failed to make it to the next level in my life.”
In an interview this year on The Tonight Show With Jimmy Fallon, Stallone admitted this iconic scene was improvised in the early morning hours: “We didn’t have any money to shoot there. We didn’t have the license. I just got out of the car. I said, ‘Let me just run up the steps; get a shot of it and we’ll get out of here before the police come.’” History was made that day.
The end of the scene is actually reversed in the movie. Director John Avildsen originally shot Stallone in close-up, then pulled the camera back to a wide shot, but when he played it back, he felt it didn’t work. So instead, he reversed it, going from a wide shot to a close-up for greater emotional punch.
Interspersed with this famous run up the steps, we see Rocky’s endurance and stamina in full effect: one-armed pushups, running while carrying bricks, punching the speedbag and, just as the music tells us, “getting strong now” by running faster and faster. The training montage would become a staple of every Rocky (and even Creed) film that followed.

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In a tender scene, Rocky returns home and wakes Adrian to tell her he can’t beat Apollo. “I mean, who am I kidding? I ain’t even in the guy’s league,” he says. But then Rocky delivers arguably the most important lines in the whole movie: “It really don’t matter if I lose this fight.… Because all I want to do is go the distance.”
Despite how brilliantly it comes across, Stallone had to fight to even shoot this scene. It was filmed at the end of the day, and the crew was ready to go home. Stallone demanded they stay two more minutes, and he and Shire were given just one take. Stallone’s determination paid off again. The next day, producer Irwin Winkler remarked it was the best scene in the movie.

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“When you walk into the ring with the No. 1 heavyweight in the world,” Mick tells Rocky, “you’ll be ready, won’t ya? Why? Because I waited for 50 years to make you ready!” Meredith was already a respected film industry veteran when he agreed to take part in this small-budget film. He was paid just $360 a week (union scale at the time).
Far right: Stallone wears a T-shirt boldly proclaiming “Win ‘Rocky’ Win.” A deleted scene from the film originally showed that the T-shirt was a Christmas gift given to Rocky by Adrian. Though that scene was cut, the shirt makes its official appearance in Rocky II, when the Italian Stallion wears it while training for his rematch against Apollo Creed. The message on the shirt ties in nicely with Adrian’s message to Rocky from her hospital bed, after she’s emerged from a coma: “Win. Win!”

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When the day of the fight between Rocky and Apollo finally arrives, it’s an hour and 40 minutes into the film. Apollo Creed shows up in style, riding a makeshift boat, dressed as George Washington and throwing money into the crowd. Philadelphia native and real-life heavyweight champ Smokin’ Joe Frazier makes a cameo before the fight to wish Creed luck. Creed also makes a prediction for winning: “Creed in three!” The fight begins, and an arrogant Creed taunts Rocky, hoping to get the challenger to take some hits and throw him off his game. Instead, Rocky scores a blow that knocks Creed to the ground (above). The fight is on.
Fun fact: The boxing choreography for both men was done by Stallone himself.

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After getting knocked down, Apollo comes back with a vengeance, and Rocky’s nose is broken. Rocky fights back, and both men realize this is going to be a tougher battle than either expected.
After a series of hard blows, even Mick tells Rocky to stay down. But the determined fighter gets back up. Back in his corner, his eye is injured and swollen shut. “Cut me, Mick,” he says. And suddenly we’re in Round 15, with Creed tired and Rocky energized. Still, Creed is the winner by split decision, and he proclaims, “Ain’t gonna be no rematch.” “Don’t want one,” Rocky responds.
Rocky has done what he set out to do, going the distance, and the love of his life, Adrian, is there to celebrate that: a true win for the underdog. The press come to interview the challenger who shocked the world, but all he cares about is finding Adrian. She pushes her way into the ring, they embrace and announce their love for each other. With that, the film ends.
