When Sylvester Stallone and his fellow filmmakers decided to move forward with Rocky II, they did more than create a sequel. Their decision marked the establishment of one of cinema’s most profitable brands.

Made for the modest budget of roughly $1 million, the original Rocky was an unexpected success. The film became the highest-grossing movie of 1976, earning over $225 million at the global box office and winning three Academy Awards, including Best Picture. Fans emulated the titular boxer by running up the steps of the Philadelphia Museum of Art, the film’s famous theme topped the Billboard Hot 100; simply put, the movie was a pop-culture phenomenon.

Given the massive profit turned by the original, a Rocky sequel was quickly green-lit. The only question for filmmakers: What would they do for an encore?

"I think it was a given, with the amount of success [the original] had, that we were going to into production on a second one," recalled Academy Award winning composer Bill Conti in an exclusive conversation with UCR. "But it wasn't a brand yet. It was just the next one."

The stars of the original film all agreed to return for the sequel, however director John Avildsen, who’d won an Oscar for his work on Rocky, declined. "He didn't want to repeat himself," said Conti, who remained friends with Avildsen up until the director’s death in 2017. In fact, Conti, the author behind Rocky's beloved score, had similar thoughts. "I did not want to do the same thing," the composer admitted. "I reluctantly went into Rocky II. I didn't get it."

With Avildsen electing not to return, Stallone expressed an interest in directing. Studio executives were hesitant to give him the reins, given the failure of his directorial debut, 1978’s Paradise Alley. Still, the star had the backing of producers Irwin Winkler and Robert Chartoff, leading the studio to eventually relent. Stallone would write, direct and star in Rocky II (he even added a choreographer credit for his work in the fight scenes).

The sequel’s storyline looked like this: Following his epic battle with Apollo Creed in the first film, Rocky decides to retire. The fight left him with blurred vision in his right eye and his new found celebrity status has opened doors in the world of commercial endorsements. He marries Adrian, moves into a new home and generally seems content.

However, his taste of the good life is short-lived. Rocky quickly discovers that he’s not cut out to be a spokesperson and his later attempts to become a blue-collar worker don't work out will. With debts mounting and nowhere left to turn, he decides to accept Apollo Creed’s challenge for a rematch.

In behind the scenes footage, Stallone described the second film as “the continuation of Rocky I. The movie ended at the culmination of Rocky’s life. He’s found love and he’s found pride in his own sort of way. He feels as though he’s going to enter into a whole new phase of living.” However, the story turns when Rocky’s new life doesn’t play out the way he had hoped. “Once he’s out on the street, he’s not a fighter anymore, he tries to retire, he’s got nothing to prove. That leaves a great period of soul searching.”

Several plot points were altered to accommodate real-life limitations. While training for the film, Stallone tore a pectoral muscle and required surgery. The injury restricted the use of his left arm, so the script was changed to have Rocky (a natural southpaw) surprise Apollo Creed by fighting with his right hand.

Elsewhere, actress Talia Shire, who played the role of Rocky’s wife, Adrian, only had finite availability due to her commitment to another project. As such, she could not be in the crowd for the film’s climactic fight scene. Instead, the script was written to have Adrian watching the bout from home while taking care of the couple’s newborn son. These scenes were some of the last shot for the movie.

Principal photography last four months, from took October 1978 to January 1979. Shoots took place in Los Angeles and on location in Philadelphia. The budget for Rocky II was seven times its predecessor. “Everything got pushed out. Budgets got bigger,” Conti recalled while comparing the sequel to the original. “In Rocky II, they said, ‘Do it all.’ Rocky even looked different. He had a sheen on him. Someone had given him some money. And you could see it all the way around [the production].”

Similarly, the film’s star saw parallels between his own life and that of his character. “The unexpected, huge success of Rocky was what you might say, double-edged. It kind of took my life and took it up, and took it down, and tied it in knots, and turned it inside out again,” Stallone recalled. “I guess, in the beginning they said I was an underdog. And then with the success of Rocky and life in general, said I was an overdog.”

The end of the first Rocky film had been a point of contention. “Rocky I had an ending that had Rocky winning,” Conti recalled. “Sly hated it. Every second of it. Didn’t want to hear it.” In the case of Rocky II, there were know such debates. This time around, the underdog boxer had to win.

“The first time he was satisfied at going the distance for himself. His own personal pride," Stallone explained while on set. "Now, he wants to be a champion. He doesn’t want to be second anymore. He proved he can be a good second. He just wants to see if he can be first.”

Rocky II hit theaters on June 15, 1979. Like the original, the sequel was a critical and commercial success. Newsweek called it "an adroit mixture of grit, guts and treacle that whips the audience into a frenzy," while Variety proclaimed the climactic fight scene was "even better than its predecessor."

The film even received praise from boxing legend Muhammad Ali. "A great movie," the former heavyweight champion remarked after a screening with Roger Ebert. "A big hit. It has all the ingredients. Love, violence, emotion. The excitement never dulled."

United Artists
United Artists

Rocky II not only proved that its predecessor was more than a flash-in-the-pan, it established Rocky as a bankable franchise. Four more sequels would follow, along with two Creed films and a Broadway musical. All told, the Rocky properties have earned more than $1.5 billion in revenue.

Asked why the films continue to resonate with generations of filmgoers, Conti opines that it all comes down to storytelling. "You can read The Iliad and you can read Homer and you can read Dante, you can read all the stuff that’s lasted forever - and I don’t mean in the same breath [as Rocky] - but classic storytelling, all the great plots and stories are as valid today as they were yesterday," the composer remarked. "Falling in love, fighting the battle, losing the battle, picking yourself up, all of those corny, melodramatic stuff seems to work at some time and some place. And this one did that. It was the right time. It was the right place."


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