Once upon a time, just after the fall of the Corleones but before the rise of Skywalker, an obscure figure in gray sweats threaded his way through Philadelphia's Italian Market on a wintry morning. His name was Rocky Balboa.

In the time it took the palooka from Kensington to huff and puff his way up the Benjamin Franklin Parkway, scale the Art Museum's 72 steps, and kiss the sky above his city's pantheon, he became an American folk hero.

It was a charmed journey for this guy outta nowhere, who was tapped to be the stooge in a prizefight, then surprised even himself by going the distance.

The astonishing degree to which the on-screen saga of Rocky--25 years old on Wednesday--parallels the off-screen triumphs of its star and all involved with it is a Cinderella story touched by Midas. Director John G. Avildsen's $1 million production, which was shot over 28 days just after Christmas 1975 and went on to become a global sensation, had an impact that cannot be overstated.

For no sooner did the movie outta nowhere hit the screens than a guy named Sylvester Stallone, a gadget called the Steadicam, and gritty, low-budget location films rocked the movie world. And in America's bicentennial year, Philadelphia--the nation's former capital--won the nation's heart.

A Guy Named Stallone

Prior to Rocky, Stallone's greatest exposure was in a 1970 porn film The Party at Kitty and Stud's. Though he won the occasional unbilled part, like that of a subway thug in Woody Allen's Bananas (1971), legit leading-man roles were not coming his way.

His wife pregnant and the rent overdue, Stallone scribbled screenplays with roles for himself. He scored small-time with the Grease derivative The Lords of Flatbush (1974), snagging credits as both a costar, with Henry Winkler, and co-writer.

Rocky producer Irwin Winkler recalls auditioning Stallone around then, for what movie he can't remember. Stallone didn't get the part, but Winkler was struck by the cow-eyed actor who wouldn't take no for answer. Stallone pitched Winkler and his partner Robert Chartoff a screenplay, which they declined. At some point, however, the conversation turned to "the possibility of a boxing story."

Just three days later, inspired by the 1975 Muhammad Ali/Chuck Wepner title bout, Stallone had the first draft of Rocky. The studios loved it, imagining a vehicle for Burt Reynolds. But Stallone wanted to star. Chartoff and Winkler made the only offer.

"We had no idea we had lightning there," says Winkler. "We just liked the script. I'm drawn to stories of redemption," says the maker of Life as a House.

The producers planned to shoot the film's exteriors in Philadelphia because that's where Stallone, who spent some of his teenage years in Frankford and other Philly neighborhoods, set it. Because of its shoestring budget--a tenth of the Hollywood norm at the time--Avildsen figured Rocky would make a good bottom half to a drive-in double bill.

A Gadget Called the Steadicam

Back in Philadelphia, 33-year-old Garrett Brown, a self-taught filmmaker working with ancient equipment, was supporting himself making segments for Sesame Street. Lightweight hand-held cameras were all the rage at the time: They gave the viewer an in-the-moment feel, but the downside was their herky-jerky images.

Shots of a subject traveling stairs posed a major challenge. If Brown held his camera, he got wobblevision. If he mounted it on his 800-pound dolly, the tracks that supported the dolly were visible in the frame.

In his attempt to show movement from actors' points-of-view, Brown experimented with putting his camera on a fishing rod and a broomstick. Bobblevision and wobblevision.

So he stabilized his camera on a small platform and attached it to a spring-loaded arm that served as a shock absorber. Brown bolted the arm to a vest, put it on, started the camera and ran. Smooth as a monorail.

He dubbed his homely rig the Steadicam and made a demo reel. In one scene, he filmed his wife, Ellen Shire, as she ascended the Art Museum steps.

Harmonic Convergence

Brown's reel made the rounds in Los Angeles, where Avildsen, now hired to helm Rocky, got a look. Avildsen recognized cameraman Ralph Hotchkiss as another of the "actors" in the demo. From Stage 16 at Burbank Studios, Avildsen phoned Hotchkiss in New York in hopes of tracking down the gizmo guy. Hotchkiss phoned Philadelphia and spoke with Shire, who reached her husband on Stage 15 at Burbank Studios. Shire phoned Avildsen and told him to go outside to meet gizmo guy.

Avildsen had two questions: "Where are those stairs?" and "Want a job?"

And so Philadelphia came to be the proving ground for an untested actor, a mostly untried gadget (which would make its maiden voyage in the Woody Guthrie bio Bound for Glory just before Rocky's debut), and a director whose best-known work to date was the Jack Lemmon downer Save the Tiger.

Miracle in Philadelphia

Everyone remembers the wintry chill. "We warmed our hands on the steam table in the catering truck," says Brown.

For the weeks Rocky shot on the streets of Kensington, South Philadelphia and the Parkway, it was off the local radar. That no one knew or cared about it almost surely contributed to the film's outsider authenticity.

Heaven smiled one gray morning on Ninth Street, where Brown, wearing his Steadicam rig, stood in the back of a moving van filming Stallone in his sweats and watch cap as he trotted past the dawn patrol at the Italian Market.

"For real, there were those burning barrels of trash that people warmed themselves on. And there was Stallone, totally unknown," Brown says, recalling the shoot. "And, for real, some soul throws him an apple and he catches it. On camera. What a moment of unique high energy."

To Brown's eternal relief, the shot--taken on potholed pavement--was razor-sharp.

But then the little gadget that could sputtered during Rocky's ascent up the stairs to the Philadelphia Museum of Art.

"When we got to the museum, the Steadicam wouldn't run," says Brown, who came close to being history instead of making it. "I sent out for two car batteries and Ralf Bode [the cameraman for Rocky's Philadelphia segment] connected them, hoisting the batteries and chasing me as I chased Stallone up the stairs."

"The genius of Rocky," film historian Jeanine Basinger reflects, "is how it used the Steadicam not merely to create movement, but to get us into Rocky's shoes and his skin."

Rocky Mounting High

Just before Election Day 1976, in conversations with movie critics Charles Champlin and Pauline Kael, I first heard of the film about the Philly pug. "Reviewers are giving it standing o's," Champlin reported incredulously.

Kael got me a ticket to a screening. Three themes defined our animated post-mortem.

     • What Kael called Stallone's "surly sexuality," which she likened to that of Brando and Elvis.

     • Preview audiences' reaction to Rocky as a harbinger of the national zeitgeist. Surely their affection for this out-of-nowhere film augured a Jimmy Carter victory, she predicted, days before the Democrat's win ended the Nixon/Ford era.

     • Philadelphia as metaphor. Rocky was unlike The Philadelphia Story, Kael noted, in that it didn't use the city to contrast bluebloods with blue-collars. "It isn't the New York success story of tenement to penthouse," I said in dissertation mode: "It's public man's passage from market to museum."

As everyone knows, Rocky was both a critical and commercial success. It made $117 million domestically, $307 million in today's dollars. The Newsweek cover featuring the 30-year-old Stallone said it best: "ROCKY KO's HOLLYWOOD."

The Franchise

"We always talk about phenomenons," says Basinger, who is a professor at Wesleyan University. "Rocky really was one."

"It made Stallone a star. It made the Horatio Alger story, tarnished and suspect during Vietnam, credible again. And it turned Stallone, the gallant pug who taught the rest of the country to say 'Yo!', from a nobody into a businessman. He saw the franchise possibilities in Rocky. And remember, this is before Star Wars."

The accuracy with which Stallone took the national temperature first with Rocky, and then with Rambo during the Reagan years, is not lost on Basinger: "The guy is smart."

All told, the five Rockys, the most recent of which debuted in 1990, have earned $493 million in this country alone. At this very minute, Stallone--who became the first actor to earn $20 million a picture--is writing a fourth installment of the John Rambo saga, hoping that lightning will strike again. Rambo III (1988), you may remember, took place behind Soviet lines in Afghanistan.

Location, Location, Location

Just as Rocky and The Godfather created the appetite for gritty, urban, ethnic heroes, they created an interest in gritty, urban, ethnic locations.

"It was Rocky that put film commissions into business," says Ron Ver Kuilen, managing director of the Illinois Film Office.

Actually, Ver Kuilen says, jobs such as his exist because "three things happened in the '70s": "Studios sold their backlots, lightweight equipment made it possible to shoot on location, and the public loved the realism of Rocky."

The Illinois Film Office is a direct result of Rocky: Ver Kuilen's predecessor saw it and petitioned the state for funds. In 1976, there were eight regional film offices; today, there are 194.

Rocky, Ver Kuilen reckons, created the context for indies such as John Sayles' Return of the Secaucus Seven (1980), shot in New Hampshire, and the Spike Lee breakthrough film She's Gotta Have It (1986), situated in Brooklyn.

Furthermore, Rocky led studio hits such as Saturday Night Fever (1977) and Trading Places (1983) to have their exterior filming done in Brooklyn and Philadelphia, respectively. And the Stallone film's commercial success, Winkler points out, enabled him to finance that ultimate on-location boxing saga, Raging Bull (1980).

In Sum

"Rocky revolutionized Stallone's life," says Winkler. "And it inspired a lot of copycats," he adds, referring perhaps to Avildsen's The Karate Kid films.

For Brown, Rocky led to an Oscar (a 1978 statuette for the Steadicam) which, in turn, led to 200 movies, 50 patents, and what the inventor calls "an exaltation of cams." Today Brown's Skycam gives us an eagle's-eye view of stadium events, and his Mobycam is our amphibious eye on Olympic swimmers.

Against heavily favored contenders All the President's Men and Network, Rocky took the 1976 Oscar for best picture. However improbable it seemed at the time, on reflection, it was inevitable. For while All the President's Men explored the corruption of the past and Network the cynicism of the present, Rocky, quite simply, is about the fulfillment of the American dream.