"Rocky," which won an Oscar for Best Picture in 1976, has often been lauded for its gritty realism, both in and out of the ring. The movie showed Philadelphia at the depth of bleak decrepitude during the 1970s. It also displayed an ambitious fighter's harsh training and, from up close, the brutality of the sport.

	The character of "Rocky Balboa" was partially inspired by former heavyweight Chuck Wepner.

But still, most of "Rocky" was pure invention. Which parts were real and which weren't? Read on.

(Note: ESPN Classic will be showing "Rocky" at 8 p.m. ET on Sunday.)

In Reel Life: Rocky Balboa is a 30-year-old club fighter.

In Real Life: Sylvester Stallone was inspired by Chuck Wepner, a 35-year-old club fighter who also happened to be the No. 8-ranked heavyweight in the world. Stallone had watched on closed-circuit as Wepner, nicknamed the "Bayonne Bleeder," went 15 rounds in a title bout against Muhammad Ali on March 24, 1975, in Cleveland. Wepner was a heavy underdog, and his fight with Ali in Cleveland was considered such a mismatch that Wepner appeared on a Sports Illustrated cover with the headline "Boxing's Strange Encounter."

Mark Kram, who previewed the fight for SI, characterized the 6-foot-5, 220-pound Wepner as "a wide, long slab of heart and dreams who is one of the last club fighters, the kind who gives you what he has, who turns a ring into a red-wine sea and keeps coming on for more."

In Reel Life: Rocky's apartment looks awful -- it's dark and small and grungy, and the only view is of a brick wall.

In Real Life: The apartment was a "real" flophouse in Los Angeles, and on their DVD commentaries both Talia Shire and Stallone comment on the setting. Stallone says that it really smelled terrible (which inspired his ad-libbed "It stinks in here" when he yells at Mickey later in the film). Shire says that there really were bugs on the floor. The brick wall was placed outside the window to obscure a palm tree.

In Reel Life: Rocky's friend, Paulie (played by Burt Young) is an angry loser, an overweight, balding, disheveled drunk who despises his fate -- working in a meat locker.

	Adrian stuck with Rocky despite the repugnent smell of his apartment.

In Real Life: In some ways, Young was the easiest actor to cast in the movie. Before becoming an actor, at 29, he was a boxer and carpet layer. In a 1986 People magazine profile of Young, Jack Kelley wrote, "Young attacks the heavy bag in his upstairs gym, displaying a sledgehammer power that suggests Stallone wouldn't last a round with him."

However, he wasn't nearly as large as Paulie -- in his DVD commentary, he says he put on layers and layers of clothes. "I made him arthritic," Young adds. "Made a big, wide gait. Put turpentine on my hands so that they'd be tight to remind me I was arthritic. I don't like sweet drinks, so I'd put vermouth on my neck, so I'd feel disgusted."

In Reel Life: At night in Rocky's neighborhood, guys (including Frank Stallone Jr., Stallone's brother) stand around singing doo-wop.

In Real Life: Doo-wop, which is often sung a cappella (without instruments), sprang up in inner cities in the late-1940s and '50s -- Philadelphia was a notable hotbed. It evolved from jazz and blues. "American Bandstand," a local TV show, starring Dick Clark, went national in 1957 and frequently featured doo-wop groups. Key elements are intricate harmonies and nonsense words ("doo-be-doo-be," "sh-boom, sh-boom") for rhythm. The first doo-wop song to make it big was "Earth Angel," by the Penguins, in 1954. Until the Beatles came along 10 years later, doo-wop music -- from superstar groups like the Four Seasons, Dion and the Belmonts, and the Five Satins -- was one of the dominant strains of rock 'n' roll.

In Reel Life: Rocky characterizes himself as dumb. "I think we make a real sharp coupla coconuts," he tells Adrian. "I'm dumb an' you're shy."

In Real Life: Stallone didn't do well in school, and when he was 16 he took a three-day battery of aptitude tests. "My mother was told, 'Your son is suited to run a sorting machine or to be an assistant electrician, primarily in the area of elevator operations,'" Stallone told Playboy in 1978. "I wound up feeling like an imbecile."

In Reel Life: Rocky works as a collector for a loan shark, Gazzo (Joe Spinell).

In Real Life: Spinell, who died from a heart attack at 52 in New York, made a career out of playing tough guys and bad guys, notably hit man Willie Cicci in "The Godfather." According to his bio at the Internet Movie Database, "His best (or worst) or most disgusting role is probably the one (for which) he is best remembered; in a rare starring role, his character of Frank Zito in 'Maniac' (1980) is a serial killer that kills women and uses their scalps to dress up female mannequins he keeps in his apartment." "Maniac," which was co-written by Spinell, is so disturbingly violent that it has been banned in the U.K. and Germany.

In Reel Life: During a scene while he's talking with Rocky, Gazzo pulls out an inhaler mid-sentence and uses it.

In Real Life: That wasn't written into the script. Spinell had asthma and really had to use the inhaler, and barely missed a beat while doing so, which is why it was left in the film.

	The scenes of Rocky running the streets of Philadelphia benefited from the new innovation known as Steadicam.

In Reel Life: Rocky trains by running through the streets of Philadelphia. He runs through abandoned lots next to bleak railroad yards, along the Schuylkill River, and through the Italian Market early in the morning. He also, famously, runs up the steps of the Philadelphia Art Museum.

In Real Life: Most of the exterior shots in "Rocky" were done on location in Philadelphia -- primarily in South Philly. The running scenes and the Creed-Balboa bout benefited, cinematographically-speaking, from a new invention called the Steadicam, which kept the moving camera stable enough so that images would remain smooth. This was the first movie to be filmed with the Steadicam, and Garrett Brown, who worked the camera for "Rocky," won a special Oscar for his invention in 1978.

In "Rocky III," Balboa is honored by the city, which places an 8-foot-6 bronze statue atop the steps. Designed by Denver artist Thomas A. Schomberg, the statue became a matter of dispute in real life -- Stallone offered it as a permanent contribution to the Philadelphia Museum of Art, but it turned him down. There was a huge public debate in Philadelphia as to the statue's fate -- one Philadelphia Daily News reader suggested: "Put it near the Liberty Bell." Another wrote, "Dump it in the Schuylkill." As part of a deal to premiere "Rocky III" in Philly, though, the city finally agreed to display the statue at the top of the steps for a few weeks, before moving it to a permanent home outside The Spectrum.

In Reel Life: Rocky can barely make it up the steps of the Art Museum when he begins training, but weeks later he's able to run up easily and celebrate at the top.

In Real Life: The two stair-running scenes were filmed within an hour of each other, the first (where Rocky struggles) just before dawn and the second shortly after.

In Reel Life: Rocky eats with Gazzo, who gives him $500 for training.

In Real Life: That scene was filmed in one of Philadelphia's most famous eateries, Pat's King of Steaks. If you want to pay a visit, it's at the intersection of 9th, Wharton and Passyunk Ave. near the Italian Market in South Philly.

Angelo Dundee, Ali's manager, who grew up in South Philly, says the scene at Pat's added to the film's realism. In 1977, Dundee told the Washington Post, "The credibility of the Rocky movie was perfect. You remember Pat's Steakhouse in the movie? I worked there -- Pat Olivieri's -- as a kid. I made sandwiches."

In Reel Life: Mickey tells Rocky he shouldn't fool around with Adrian (Talia Shire). "Women weaken legs!" he says.

In Real Life: It's a fact -- legs of countless boys and men have wobbled around pretty women. But what Mickey's really saying is "don't have sex." It's lousy advice. As Casey Stengel and others have pointed out, it's the pursuit of sex that causes problems for athletes. There's no solid evidence that good old-fashioned intercourse has any impact on athletic performance.

In Reel Life: Adrian works in a pet shop.

In Real Life: The pet shop scenes were among the few interiors that were shot in Philadelphia (the rest were shot in Los Angeles.). It's a real pet store that's still around -- J&M Tropical Fish. "Used to be these 'Rocky' tours and limos would stop in front," Joseph Marks, the store's co-owner, told the Philadelphia Inquirer in 2001. "People still come here, from France, the Netherlands, California, Utah, they still want to see the pet shop where 'Rocky' was filmed." If you're inclined to pay a visit, the shop is in Kensington at Front and Susquehanna. Bring your nose plug. "We were in some of the most bizarre locations," says Shire in her DVD commentary. "That pet shop was the most pungent, to say the least."

But don't bother looking for "Mighty Mick's Gym," the exterior of which was across the street from the pet shop. At the time of the filming, that was a vacant building, and the interior gym scenes were filmed in L.A.

	Stallone and Weathers rehearsed for more than 35 hours to choreograph the fight scenes.

In Reel Life: Rocky develops a fondness for Butkus, a big bull mastiff in the pet shop.

In Real Life: Butkus was Sylvester Stallone's dog; Stallone took the 145-pound Butkus on the three-day train trip from L.A. to Philadelphia for the exterior filming of the film.

In Reel Life: Paulie flies into a rage, because Adrian won't go out with Rocky on Thanksgiving. She says she can't go out, because she has a turkey in the oven. Paulie responds by tossing the turkey out the back door, but he manages to hang on to a turkey leg to munch on.

In Real Life: In his DVD commentary, Young said the turkey scene caused some problems. "We had one turkey, only one turkey. There were two guys out there, catching the turkey. Each take, they'd re-spike the leg on it. That's why I didn't eat that much."

In Reel Life: Rocky and Adrian go ice skating on Thanksgiving. The rink is closed, but Rocky pays the ice rink attendant $10 for 10 minutes of ice time. Adrian skates, but Rocky walks and jogs around the rink in street shoes.

In Real Life: The filmmakers say that originally there were supposed to be 300 extras skating along with Rocky and Adrian, but they couldn't afford to pay the extras. So they rewrote the scene to explain why they'd be skating alone. Stallone didn't know how to skate (Shire couldn't skate too well either, obviously), which is why he's in street shoes.

In Reel Life: Rocky asks Mickey (Burgess Meredith) why he has given his locker to another fighter, Dipper. Mickey replies, "Dipper's a climber -- you're a tomato."

In Real Life: Before the Ali bout, Wepner's manager, Al Braverman, explained the boxing hierarchy and where Wepner stood in it. The hierarchy: 1) name fighters; 2) club fighters, who "don't know how to box well but are in there fighting;" 3) tomato cans ("maybe box a little, punch a little"); 4) dogs (fighters without guts); 5) kyoodles ("a hound, a mutt, a pig even"). Wepner? "Maybe there's a lot of club in him, but he's much more. He's just pure mean."

Dundee told the Washington Post, "The gym scene was perfect. I liked the way they showed the attention given to the star of the gym, Big (sic) Dipper, the boxer they gave Rocky's locker. You don't take a boxer's locker away from him; that hurts."

In Reel Life: Apollo Creed (Carl Weathers) is world heavyweight champ, and he's scheduled a title bout for Jan. 1, 1976, in Philadelphia -- a fight touted in a promotional poster as the "Bicentennial Super Battle." But five weeks before the bout, his opponent, Mac Lee Green, cancels because of a hand injury -- a "severely cracked third metacarpal in his left hand." Other serious contenders are unavailable. "I've contacted all the ranked contenders, and they all say the same thing: five weeks isn't enough time to get into shape," says Jergens (Thayer David), the fight promoter, in one of the several scenes that take place in his office.

	The confident Apollo Creed had a lot of Muhammad Ali in him.

Creed comes up with the idea of fighting an unknown, and says, "Apollo Creed, on January 1st, gives a local underdog fighter an opportunity. A snow-white underdog, and I'm gonna put his face on this poster with me."

In Real Life: Don King was the promoter of the Ali-Wepner fight, and, wrote Kram in SI, King said "that Ali is an equal-opportunity employer, and that it is about time a white man got a break. 'I am for the heavy-laden and downtrodden.' " But Wepner disputed the "underdog" hype. "Ali wanted to fight somebody white who was ranked. Well, I'm ranked No. 8, and I'm about as white as you can get. What's he going to do? Fight Jerry Quarry again?"

Jergens' office was actually the office of "Rocky" producer Irwin Winkler. When filming in the direction of the office windows, they put a fake Philadelphia skyline in the background.

Most boxers -- including Rocky Graziano -- agreed that five weeks wasn't nearly enough training time. "The training for such a big fight was too short in 'Rocky,' " Graziano told the Washington Post in 1977. "He came up too fast; I had 121 fights."

In Reel Life: Rocky is a lefty. He tells Adrian that he's a southpaw, and explains the term's etymology to her: "You know where southpaw comes from? I'll tell ya. A long time ago there was this guy, maybe a couple a hundred years ago, he was fighting around, I think it was around Philadelphia, and his arm -- he was left-handed -- and his arm was facing toward New Jersey, you see? And that's south. So then naturally they call him south paw. You see? South paw, south Jersey, South Camden, south paw. You know what I mean?"

In Real Life: Rocky's explanation includes a grain of truth. According to the "New Dickson's Baseball Dictionary," the term was coined in the late 1800s to describe left-handed pitchers, who, facing west in most ballparks, had their left arms hanging on the south side of the ballpark. A sportswriter, Harry Grayson, investigated this theory in 1951, and determined that most ballparks did, indeed, place home plate on the west side of the diamond, on the principle that this would keep the sun out of hitters' eyes during day games. The term has been applied to other sports, including boxing, and obviously came into general use. The term "northpaw" never caught on, though.

In Reel Life: When Mickey's trying to convince Rocky to let him be his manager, he says he almost had his shot, but he had the bad luck to fight his big fight on the wrong day. "You should have seen me when I knocked Guinea Russo out of the ring -- out of the dammed ring. That's September the 14th, 1923, and it was the same night that Firpo knocks Dempsey out of the ring."

In Real Life: On Sept. 14, 1923, 82,000 fight fans jammed New York's Polo Grounds to watch heavyweight champion Jack Dempsey face off against Argentinean Luis Angel Firpo. Dempsey was a 3-1 favorite, but his manager, Doc Kearns, worried before the bout that the "big bum could get lucky."

	Stallone was a virtual unknown before "Rocky" hit theaters in 1976.

Dempsey pummeled Firpo, but somehow, in the midst of a brutal beating, Firpo managed to land a right with such force that it propelled Dempsey out of the ring head first. He fell into a group of reporters in the first row, and they helped him back into the ring. That was illegal, but the ref didn't stop the fight.

Dempsey, completely disoriented, managed to come out for Round 2. Within a minute he knocked Firpo down for the eighth and ninth times. The ninth time was a charm -- after that one, Firpo didn't get up.

After the fight, Firpo accused Dempsey of violating their pre-fight agreement to go to a neutral corner after a knockdown. And many speculated that without the help of the sportswriters during Round 1, Dempsey wouldn't have been able to get back into the ring before the end of the 10 count.

In Reel Life: All Creed seems to care about before the fight is promotion. He doesn't take Rocky seriously.

In Real Life: "I'm getting paid $1.5 million to fight this pug, and it's fool's gold," said Ali before the Wepner bout. "This sucker is a cinch."

In Reel Life: Rocky's pro record coming into the title bout is 44-20.

In Real Life: Wepner was undefeated in 65 amateur bouts, and had a 30-9-2 professional record going into the Ali fight.

In Reel Life: Creed comes out before the fight dressed up as George Washington. As he's carried out, he throws money to the crowd. The announcers say that he's throwing money just like Washington threw a dollar across the Delaware River.

In Real Life: Washington didn't throw a dollar across the Delaware. The "real" myth is that he threw a dollar-sized piece of slate across the Rappahannock River near Fredericksburg, Va. According to the official Mount Vernon website, there's no solid evidence that he tossed the slate, either. But "historians concede that the feat is possible. At the site of the Washington family homestead, the Rappahannock measures only 250 feet across, an impressive but not impossible throwing distance."

In Reel Life: The fight looks spontaneous.

In Real Life: Stallone and Carl Weathers, who played linebacker for the Oakland Raiders in 1970 and 1971, sparred for months before filming the fight. The fight was choreographed to look spontaneous, because Stallone thought that most boxing movies included scenes that looked staged. Stallone wrote out a punch-by-punch account, which the two actors followed. Weathers got the part after Ken Norton turned it down.

In Reel Life: Both boxers are bruised, battered, and bloody through almost the entire fight.

In Real Life: Most of that is the magic of makeup, but Stallone and Weathers did improvise a bit, and, wrote Stallone in "The Official Rocky Scrapbook," they were both in real pain during the day the fight was filmed, because of the damaged inflicted by the "Casanova" gloves they wore. Casanova gloves, explained Stallone, are illegal in the U.S., but the filmmakers used them "because of their sleek appearance."

In Reel Life: During the fight, Adrian doesn't watch -- she stays in a waiting room. Toward the end of the match, she glimpses the action, but turns away.

In Real Life: Phyllis Wepner told SI that she couldn't watch her husband fight: "I'm there, but I won't watch the fights. I can tell you what kind of shoes everybody has on in my row, because that's where my eyes are while he's fighting."

In Reel Life: Rocky lands a lot of good punches, and knocks Creed down.

In Real Life: Wepner knocked Ali down in the ninth round with a wide right hand to the chest, in what some say was his only good punch of the fight. Later in the fight, Ali said, Wepner stepped on his foot and pushed him down, but the referee, Tony Perez, called it an official knockdown.

In Reel Life: Rocky says he wants to "go the distance" with Creed, meaning last through all 15 rounds. He succeeds in doing this.

In Real Life: Stallone expressed admiration for Wepner for "going the distance," but knew Wepner fell just short of the feat, with the ref calling a TKO with 19 seconds left in the 15th round. Wepner had been pounded by Ali, but was praised by the champ. "There's not another human being in the world that can go 15 rounds like that," said Ali after the fight. According to the AP's account, "For 14 rounds, and most of the 15th, the big, awkward, barroom brawler from New Jersey stood toe to toe with the world titleholder, taking Ali's best shots without buckling."

Stallone told Playboy that he watched the Ali-Wepner fight at the Wiltern Theater in LA: "I'm sitting there, looking around at the audience, and a drama is unfolding. Wepner is a trial horse who's supposed to last maybe three rounds, so Ali can go to the showers early, but he's hanging in there. And then, all of a sudden, Ali falls down -- he tripped -- but now the place is going crazy! Guys' eyes are turning up white; I mean, the crowd is going nuts. And here comes the last round, and Wepner finally loses on a TKO. I said to myself, 'That's drama. Now the only thing I've got to do is get a character to that point and I've got my story.' "

In Reel Life: Before the 15th round, Rocky's swollen right eye is sliced open so that he can see. This procedure is done by his "cut man," Al Salvani, who was introduced earlier in the film.

In Real Life: Al Salvani (also known by the alternative spelling Silvani) trained Floyd Patterson and Rocky Graziano, was Frank Sinatra's bodyguard, and made a mini-career as an advisor, assistant director. and sometime-actor in boxing films. He helped train Elvis Presley for the 1962 movie "Kid Galahad," taught Barbra Streisand how to box on the set of "Funny Girl" (there was no boxing in that film -- the lessons were just for fun), was a technical advisor for "Raging Bull," and appeared as a referee in the 1981 O.J. Simpson TV movie "Goldie and the Boxer Go to Hollywood." He also appeared in "Rocky II" and "Rocky III."

In Reel Life: The fight goes 15 rounds.

In Real Life: The fight was filmed in one day, with Weathers and Stallone going backward -- they started with Round 15, and the last round shot was Round 1. The biggest practical reason for this was makeup; both actors were heavily made up to look crushed at the end of the fight, and as filming progressed, makeup came off.

In Reel Life: Rocky is proud of himself for going the distance, and the movie ends as he and Adrian hug.

In Real Life: Stallone wrote the first draft of "Rocky" in three or four days of caffeine-induced frenzy. Originally, the plot was very different from the final version -- for example, Mickey was a nasty racist who shouted things, said Stallone, like, "Kill him! I want you to kill him! Beat him to death!" in the Creed fight, Adrian was a Bette Midler type, and Apollo Creed, in one early rewrite, was Jamaican. There was a great deal of profanity, and Rocky ended up throwing the fight against Creed. With his loser's share, he bought a pet shop for himself and Adrian.