Decades after his famous heavyweight title bouts and two world championships, Rocky Balboa is a living Philadelphia legend. Tragically, his beloved Adrian has passed away from cancer, leaving the famed 59-year-old fighter to face his latter years mostly alone. But Rocky still finds meaning running his Italian restaurant, the appropriately named Adrian's. As his patrons eat and drink, Rocky regales them with tales of his glory days. The fighter's lifelong friendship with his faithful-but-cantankerous brother-in-law, Paulie, remains intact. But his relationship with his estranged son, Robert, is on shakier ground.

Rocky bravely struggles to make the best of his lonely life, visiting Adrian's grave and recalling the years they spent together. He intuitively senses he has more to give, unfinished business in his heart to settle, but finds no outlet for those feelings. After a melancholy day revisiting the spots he and Adrian once frequented, Rocky has a drink at a local pub where he encounters a bartender named Marie an old acquaintance and a platonic friendship is born.

Rocky is just getting to know Marie and her son, Steps, when ESPN show dubbed "Then vs. Now", airs a computer match of Rocky against the reigning heavyweight champ, Mason "The Line" Dixon. Rocky's virtual victory on the show inspires him to get his boxing license to do a bit of sparring locally. And when the buzz over his "win" grows, the annoyed Dixon has his managers propose an exhibition fight with Rocky.

So with Marie's encouragement and Paulie in his corner, Rocky Balboa climbs into the ring one last time to do battle as much with his own inner demons as his younger, faster opponent.

Rocky visits Adrian's grave on her birthday, kissing the red roses he leaves on her headstone. He keeps a chair in a nearby tree, implying he visits often. Rocky reminisces about the sweet times they shared together. Meanwhile, Adrian's brother, Paulie, begins to express regret over his own ill-treatment of her.

Rocky also cares deeply about his son, Robert, with whom he has a difficult relationship since Robert resents Rocky's fame and feels that he lives constantly in his father's shadow. Despite his son's standoffish attitude, Rocky works to overcome the obstacles between them.

One of the most powerful scenes between father and son begins with an annoyed Robert trying to talk Dad out of fighting. But his annoyance is selfish: He's afraid his pop's fight will further tarnish his own already-established underachiever reputation at work. But Rocky refuses to let his son play the victim game. "You're the best thing in my life," Rocky says, "but until you start believing in yourself, you ain't gonna have a life." Robert ultimately respects his dad's decision to fight and quits his job to spend more time with Rocky as he trains.

In addition to Robert, Rocky does right by every other character in the film. He allows a down-and-out fighter he once beat, Spider Rico, a devout Christian who is always reading his Bible, to hang out at the restaurant, and gives him free food. Because of his faith, Rico feels guilty receiving Rocky's handouts and wants to work for his food ("Jesus wants me to work"). So Rocky gives him a job washing dishes.

And he invites Marie to leave her seedy bartending job to work as a hostess at his restaurant. Rocky also likes to serve Marie in simple, concrete ways, such as changing the light bulb in front of her house.

Rocky gets harassed by a small group of drunk carousers at a bar. He tries to ease the tension at first, but when one (none-too-bright) guy throws a beer bottle at him, Rocky pushes him up against the wall and makes him apologize to Marie for his impolite behavior.

For her part, Marie is a good mom to Steps. She cares about his choices and the friends he hangs out with. Rocky has a soft spot for them both and basically adopts Steps as a kind of foster son (his father has long since left). Together they decide to get a dog from the pound. When Steps gravitates toward a lean, mean pit bull, Rocky steers him toward an older dog that Rocky believes has a lot of life left in him reinforcing the movie's primary lesson: Just because some people's "best years are behind them" doesn't mean their best years are behind them.

It's reinforced yet again when Rocky faces a skeptical local boxing licensing committee, which initially declines his request for a new license. But he perseveres, saying, "The older I get, the more I have to leave behind. That's life. Do what's right."

Marie encourages Rocky to follow his instincts and fight Dixon. He asks her, rightly, whether or not his motivation is simply ego or whether he just wants to replace "old pain with new pain." She affirms his calling and identity as someone who was made to box. "You've got this opportunity. Do it. It's who you are. All that matters is how it looks to you. If this is something you gotta do, then you do it. Fighters fight."

Similarly, before the bout, Dixon's manager challenges the young man, saying, "You've got everything money can buy but pride. The only way to earn pride and self-respect is to fight someone who can challenge you and to stand up to that person."

Before the fight, Rico prays with Rocky in the locker room. He quotes Zechariah 4:6: "Not by strength, not by might, but by my spirit" and prays, "We have already claimed victory in our Lord Jesus Christ." (After the fight, Rocky points a finger heavenward.)

As the fight gets underway, Rocky refuses to give in to the temptation to "throw" it, despite the fact that Dixon predictably begins to pound him. (Flashbacks to important people in the earlier Rocky movies serve as reminders of what motivates "the people's champion" to keep slogging it out.)

The fight between Rocky and Mason Dixon is exactly what you'd expect: Ten rounds of brutal, fast-forward boxing action. Body blows and shots to the head result in the inevitable spittoons full of blood and cuts that need to be fixed by trainers.

After the contest, Rocky congratulates Dixon (who has a reputation as a dirty fighter) for an honorable fight. He also visits Adrian's grave one last time, places roses on her tombstone once again, and tells her, "I couldn'ta done nothin' without you."

Your reaction to seeing commercials for another Rocky movie was probably something like this: "(Groan) I can't believe Stallone is getting in the ring again! He should just let it go and let Rocky rest in peace." In a world where sequels are a dime a dozen and often seem more about making a buck than telling a good story, such a response is to be expected.

It's safe to say that Rocky Balboa will exceed your expectations. By a long shot. Not only does this film redeem the series, it tells a compelling story of an older man trying to make sense of a world that has passed him by. Stallone's performance as the aging fighter is easily his best in years, and recalls the emotional intensity and struggle of the original Rocky (which won the Oscar for Best Picture in 1976).

But what really makes this work is the fact that Rocky Balboa isn't really about Rocky's last fight. It's about a man discovering that he still has something to give, something to live for, even though his best, glory-filled days are behind him. And that's no accident, as the story directly parallels the life of its creator. In a recent telephone conference call, Sylvester Stallone described to members of the press how he'd wandered away from the Catholic faith of his childhood, gone through a humbling professional dry period, and recently realized how closely his relationship with God was connected to his best cinematic work. "I've said it before," Stallone said, "I felt as though God was moving me to do Rocky. That's why I started out the first Rocky with a picture of Jesus. And I just felt the same kind of feeling was moving through me now. I wanted to tell this story of resurrection and redemption, this personal relationship that I had with Rocky and God, and everything I had gone through in the last 16 or 17 years. There were some real peaks and valleys. I felt now was the time to try to put it in the voice of something that people would come to see, someone they had trusted."

The result is a Rocky Balboa who is as human and humble as you've ever seen him. He's determined to help people such as Marie and Steps, Spider Rico, his son and even Paulie reach their potential and engage fully in life, even as he struggles to do the same. And it's Rocky's contribution to the lives of those around him that make him and this film a success. Relationships, not championships, are what matter most here.

The movie suffers from some language problems (one usage of "g--d--n." Other vulgarities include close to 10 uses of "a--," and small handfuls each of "h---," "d--n" and "b--tard"). But it still qualifies as one of the most redemptive films of the year. Snickers over the idea of another Rocky flick being unleashed on unsuspecting fans will surely give way to nods of appreciation once moviegoers have the chance to see that in a market crowded with uninspiring and unoriginal sequels, Rocky Balboa is neither.