“Boy, did I get a beating,” says Sylvester Stallone, sitting in the living room of his Italian-style villa high above Beverly Hills. A year ago the 60-year-old actor was in the ring being pummeled by a 37-year-old professional boxer for the climactic scene of "Rocky Balboa," the sixth and final installment of the franchise that launched Stallone's career. That kind of hammering can't be healthy. "The second knockdown in that scene was real. It doesn't hurt so much as it stuns you. You're lying facedown, going, 'I'm fine. Just let me stand here a minute'." He laughs. "I had to spend a couple of nights in a hyperbaric chamber to get oxygen back in me. It helps repair injuries quicker, but it kind of felt like Poe's 'Premature Burial'." He knows a thing or two about that. 

If you've been in a theater when the trailer for "Rocky Balboa" plays, you've probably witnessed—or participated in—the rather unkind response: laughter, mixed with a few cheers. When Stallone announced he was doing this, 16 years after "Rocky V," comedians cracked jokes about Lipitor and Depends, and the consensus in Hollywood was that Stallone was grasping at faded glory. "A lot of people said, 'Just sit down, don't embarrass yourself'," Stallone says. "There is this incredible resistance to anyone who seems to want a second shot: 'You had your moment, now f--- off'." But there's a sweet twist to this story: the movie, written and directed by Stallone, is not only not embarrassing, it's a provocative exploration of heroism and aging, and provides a poignant exit for a character that has become a baby-boomer icon of American manhood. Early in the film, when Rocky begins to think about fighting again, he tells his brother-in-law, Paulie, "I think there's still some stuff in the basement." You don't need to talk to Stallone for long to realize he's still got some in his. "It nags me that I took the easy way instead of the high road," he says. "But everyone makes mistakes. I look around at people my age, and I can see it in their eyes—a kind of bittersweet reflection: 'I didn't live the life that I wanted, and now I've got all this stuff I want to say, but nobody wants to hear it.' I was feeling that, and if you don't get it out, it can become a beast that tears you apart." 

When "Rocky" was released 30 years ago, it was a scrappy, low-budget movie with a lead actor whose previous credits included roles such as "Subway Thug No. 1." According to "Rocky" lore, Stallone wrote the screenplay in 86 hours and then, even though he had only $106 in the bank, refused to sell it unless he got to star. The film became a sensation. "Rocky" earned $117 million and was nominated for 10 Academy Awards. It won best picture, beating out "Taxi Driver," "Network" and "All the President's Men." Stallone was 30. "It was so much, so soon, and it kind of distorted everything," he says now. "Where do you go from there? You become, in a sense, a brand. It's a good thing, but if you wanted to be a character actor, that's over." In fact, audiences weren't eager to see him play anything else, except maybe Rambo. While the "Rocky" and "Rambo" movies killed at the box office, and made Stallone one of the highest-paid actors of the '80s, most of his other work—"Tango & Cash," "Oscar," "Judge Dredd"—was derided, ignored or both. Of the 22 other films he made between 1976 and 2002, only one, "Cliffhanger," grossed more than $65 million. Over the years, Stallone often complained that he wasn't being allowed to grow beyond the "Rocky" movies. Still, he kept making them. Then "Rocky V," featuring a bankrupt Balboa, flopped. "It was my fault," he says. "Everything in it was dark and dismal. People came to that movie for uplift and I took them into a mine shaft and turned out the lights." By the mid-'90s, Stallone, who had been on Hollywood's A list for almost 20 years, was suddenly on nobody's list. He hasn't had a starring role in six years. 

That premature burial of his career seemed to drive him to self-examination, and planted the seeds of a resurrection. "I have things I truly regret," he says. "I had, on occasion, sold out. But don't I get the chance to recover?" In person, Stallone is a powerful physical presence, his face ragged with age, and his torso still a mass of dense muscle. Yet there's a gentleness to him. Even when he's expressing strong opinions, which is often, there's no anger in his voice. "I don't understand aging gracefully," he says. "I'll always be at war with that. I'd rather age ungracefully, kicking and screaming. Don't hand me down my top hat and walking cane. You know, I went to speak at the AARP—did you know that starts at 50?—and I said, 'Yes, youth must be served. After us. And we're going back for seconds and thirds'."

Age is a major theme in "Rocky Balboa." As the new film opens, Adrian (Talia Shire) has died, and although years have passed, Rocky is still anguished by her loss. His son (Milo Ventimiglia) is distant, harboring resentment at a life spent in his father's shadow. Rocky is running a restaurant in the old neighborhood, telling the same old fight stories so often that his customers can finish them for him. He's a walking slab of grief, rage and regret when an ESPN computer simulation predicts that if the current champ, Mason (The Line) Dixon (Antonio Tarver), had duked it out with Balboa in his prime, Balboa would have won. Rocky begins to think that getting back into the ring, just for an exhibition match, might help him find a release for all the pent-up pain. "The baby-boomer generation is rewriting aging, but we're sort of struggling with it," says Talia Shire. "We've been given this new chunk of time, and we don't yet understand its meaning. Surely it's not about looking like you're 40 forever. It has to be about some kind of wisdom, some new way we can share ourselves with the younger generation. Sylvester is trying to explore that new continent." Sadly, it's no paradise. "You see billionaires who have everything, yet inside they're still the same lonely, insecure people," Stallone says. "You think you've got it all figured out, but then you turn 60 and there's still this little hole inside you. You realize, we're always going to be somewhat half full." 

Although we tend to think "Rocky" films are about boxing, their power has always been in Balboa's internal battles. He continues to inspire audiences worldwide not because he's smart or beautiful, graceful or fast. His strength, both in and out of the ring, lies in his loyalty, in his courage to fight even when he's afraid and in his ability to take a beating and keep standing. He is the boomer embodiment of the Hemingway hero. You don't need to look further than the steps of the Philadelphia Museum of Art, where Rocky made his final training run to Bill Conti's triumphant score, to see his cultural impact. "People have been running those steps since the day the movie came out 30 years ago," says Pulitzer Prize-winning journalist Michael Vitez, who interviewed more than 1,000 men and women for his recent book, "Rocky Stories," about the people who sprint the famous steps. "I've seen people do it forever, and they're always so happy at the top. It's beyond 'Rocky.' It has become a rite of passage—if you believe in your dream and you work hard, you can achieve it."

Undeniably, Rocky has been a mixed blessing for Stallone—a creation so powerful that it overshadows its creator. But Stallone, who's happily married to Jennifer Flavin, with whom he has three young daughters, seems to have made peace with the boxer. "To fight it was almost an arrogance, and it was off-putting to the public," he says. "I kept saying, 'I'm more than Rocky,' but the truth is, I'm not." He pauses. "I wish I were half of who he is. I was foolish. Rocky is one of the most honest things I have ever done." There is a sense that while he still intends to write and direct, Stallone is nostalgic for the rugged film heroes of the boomer generation. Lately, he's been trying to cast a young man to star opposite him in "Rambo IV," which he will begin shooting in January. "I'm looking for the next Robert Mitchum or Steve McQueen, and they don't exist," he says. "All these young actors are tough in, like, 'The O.C.' They're watching the Super Bowl at Frederic Fekkai [salon], getting highlights and a manicure. What happened to beer and chips and scratching your b---s?" 

So while the next generation struggles to find its heroes, Stallone's wish is that this last chapter in the Rocky legend will be a call to action for his own. "I'm hoping it triggers people who think their time has come and gone to say, 'Maybe I'd like to climb that mountain or open up that business or go back to school'," he says. "I mean, why not?" During the final credits of "Rocky Balboa," Stallone turns the camera on the fans. As the "Rocky" music rises, dozens of ordinary men and women, young and old, in frame after frame, reach the top of Rocky's steps and, with wide smiles, raise their fists in the air.

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