THE ADS described the 1976 battle between Apollo Creed and Rocky Balboa as a million-to-one shot. According to the press notes for 2006's Rocky Balboa, the elderly battler's fight with Mason "The Line" Dixon is "a billion-to-one shot." As Dr. Evil could have told us, a million isn't what it once was. As far as the Rocky movies were odes to Philadelphia, they had an honest side that went beyond the ordinary crunching of numbers. Maybe Sylvester Stallone, who once thought he had that city to himself, saw the way M. Night Shyamalan was using Philly's forlornness. Here, the old pug has a talented director of photography named Clark Mathis (Happy Endings). In Rocky Balboa's images, the City of Brotherly Love speaks—or rather, laments—for itself.

Shambling through the derelict doorways, with black-dyed hair and eyebrows, crowned with a battered hat and wrapped in a winter-beaten coat, making his mirthless jokes to people who never quite meet his eyes, Stallone's Rocky is here a very sad and existential clown. He's a widower—Talia Shire's Adrian was carried off by some kind of "woman cancer." One night alone, Rocky goes to a neighborhood tavern in a part of Philly so dejected that it seems to be in Moldavia. He meets an equally sad barmaid named Marie (Geraldine Hughes). The tiptoe courtship of these two South Philly wraiths is contrasted with Paulie's (Burt Young) troubles; Rocky's former brother-in-law is so touchy that the least thing sends him into a raving fit.

Having gone through whatever we've gone through in the past 30 years, we can recognize these characters, nod at them, really, even as we're waiting for the grisly moment of the unwrapping of the 60-year-old physique. It isn't so bad; the stomach muscles are still tight, but the big pectorals, once broad as dinner plates, are now cracked with varicose veins. The fight, if you want to call it that, begins as if shot by a television crew; as it gets into the punishing final rounds, Stallone breaks out the AVID for a riot of color, and black-and-white snippets, and then the film lumbers to its pre-told climax.

It wasn't always this obvious—or was it? The hopelessly commercial side of Rocky Balboa is at one with the franchise's shamelessness over the years. (Rocky IV, the Red-baiting one, sank to rock bottom.) The champ now tastes success as a restaurateur; shouldn't he be better off financially? Why does he live in such a dump? Milo Ventimiglia, taking over the Rocky Jr. role from Sage Stallone in Rocky V, is now working at some soul-crushing skyscraper job; he seems to wince at every note of the old man's neighborhoody drawl—maybe it's just the dialogue—and he seems to be too fancy to endure the way his dad table-hops at his eatery, meeting the customers. (Stallone, telling his retold stories to diners, gets the exact right tone; this is, after all, perhaps something he did in real life at Planet Hollywood.) How a man triumphs is of less interest than how a man handles the wear and tear of every day. That's why the first half of Rocky Balboa is the most honest sequel to the 1976 film. And that's why the second half is but moldy holiday ham.

Rocky Balboa (PG; 102 min.), directed and written by Sylvester Stallone, photographed by J. Clark Mathis and starring Sylvester Stallone, opens Dec. 20.

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