Sure, Rocky Balboa is corny at times, but it's touching, uplifting and filled with worthy life lessons while still being entertaining and, yes, thrilling. The climatic boxing round -- magnificently staged and choreographed -- is a nail-biter because you're not sure how it will end. Rocky Balboa, two time world champ, has been out of the ring a long time (we're never told how old he is, but Stallone is 60 and this underdog tale is certainly semi-autobiographical). He pines for his late wife Adrian (Talia Shire in all the previous films), hangs out with his crusty brother-in-law Paulie (Burt Young), and tries to improve his relationship with his son (Milo Ventimiglia), who resents living under his famous dad's shadow. Rocky runs an Italian restaurant named after his wife and regales patrons with old boxing tales.

But there's still a "fire in the basement" and Balboa still has something to prove, especially when a computer generated boxing match shows that, in his prime, he could have beaten the current, undefeated heavyweight champ, Mason Dixon (Antonio Tarver). Soon it's Rocky vs. Dixon in a much publicized "exhibition bout" in Las Vegas with most pundits predicting the way-past-his-prime Rocky to be pulverized by the younger, faster and cockier Dixon.

The boxing scenes are fantastic, but the real charm of Rocky Balboa is that its mostly a small character study and a look at meditation on life and aging. Stallone's performance is timeless; Rocky has always been the character that fit him the best, and the actor (who also wrote and directed the film) has secured a niche in film history with this portrayal. The other actors are also fine.

Stallone also wins points for two other reasons. One: Dixon himself isn't a cardboard bad guy; he has his own hard luck tale, which gives him dimension and a layer of sympathy. Two: it seems at one point that Rocky is going to romance a younger woman. But he doesn't; the relationship is platonic, almost fatherly.

Just like its hero, this film defies all odds and all expectations. It's a knockout.

Rocky Balboa is rated PG for boxing violence and some language. Running time: 102 minutes. Macsimum rating: 8 out of 10. You can check out the films' trailers on the [url=http://www.apple.com/trailers/]QuickTime movie trailer site[/url].