The Film: The only real knockout in the Rocky series has aged pretty well. Grittier and nastier [well, relatively] than the four sequels, the dingy look, solid performances and triumphantly teary ending make it easy to understand how this bagged itself nine Oscar nominations and three statuettes [including Best Film].

The extras: Audio commentary with cast and crew, video commentary with SYLVESTER STALLONE , behind the scenes featurette with director JOHN ALVIDSEN, tribute to BURGESS MEREDITH, tribute to JAMES CRABE, trailers.

The verdict: Not exactly championship material but still able to go the distance, this is an enjoyable, well-assembled package. The video commentary [basically a glorified interview with Mr. SLY] is entertaining stuff, especially if you never realized just how much of a shoestring affair making the film was [dodging
in and around Philadelphia trying not to get nabbed by the authorities, grabbing shots wherever they could ]. Also look out for JOHN ALVIDSEN's 8 mm behind - the - scenes footage [an amusing peek at how the fight was assembled] and the genuinely touching tributes to BURGESS MEREDITH and JAMES CRABBE. Completists will be glad to know that the Special Edition is also available as part of the Rocky Anthology box set, but, let's face it, this is the only one worth owning.

Cerl Thomas Film: **** Disc: ****

During rehearsals Rocky director JOHN ALVIDSEN shot cheap 8mm films of his stars prancing around the ring. He talks us through it on the Special Edition disc...

"When the time came to rehearse, what I wanted to rehearse more than anything was the fighting 'cos I knew that the film wasn't going to look good unless the fighting looked good. A couple of weeks before we started shooting I got SYLVESTER and CARL WEATHERS into the ring to see what it was going to look like. Well they got into the ring and one guy said: "I'm gonna do this" and the other guy said: "I'm gonna do that!" I realized that we weren't gonna get anywhere.So I suggested to SYLVESTER : "Why don't you go home and write this thing out? A left and a right, an uppercut, you fall down, he falls down. Whatever you want, write it out and bring it back and we'll learn it like a ballet. It'll be choreographed and we'll do the same thing in the ring day after day until we really get it down. So when you do this, he does that and we put a big whack on the soundtrack and people will believe it.

So SYLVESTER liked the idea and the next day he came back with 32 pages of lefts and rights and that's what we learned."

- Craig Zablo