Sylvester Stallone wrote the screenplay for Rocky in three and a half days after watching Chuck Wepner take world champion Muhammad Ali to 15 rounds, a feat that no one saw coming. Stallone was also inspired by two boxers named Rocky — Marciano and Graziano, as well as Joe Frazier.

United Artists liked the script as a vehicle for someone like Robert Redford, Ryan O’Neal, Burt Reynolds or James Caan. But Stallone demanded to play the main character himself. This was a smart gambit, as he knew that producers Irwin Winkler and Robert Chartoff’s contract allowed them to greenlight any project with a small enough budget (the final cost was about $1,075,000, with $100,000 spent on producers’ fees and $4.2 million on advertising costs).

To be fair, it was an audacious gambit. Stallone had $106 in the bank, no car, and was trying to sell his dog because he couldn’t afford to feed it. Instead of the $350,000 he could have made just for writing Rocky, Stallone wrote without a free and acted for scale. Don’t feel bad for Stallone’s dog — he ended up playing Butkus in the movie.

The other two main characters — Apollo Creed and Adrian Pennino — were difficult to cast, with boxer Ken Norton and Carrie Snodgress (The Fury, Trick or Treats) originally picked for those roles. Finally, Carl Weathers and Talia Shire (the sister of Francis Ford Coppola, mother of Jason Schwartzman and aunt of Nicholas Cage) were picked.

As well as having to pay off Wepner for basically taking his life story, Stallone also took the cattle punching scenes and running up the steps of the Philadelphia Museum of Art directly from Joe Frazier. Luckily, the story was continually worked on throughout filming, as originally, Rocky threw the fight so he wouldn’t have to be part of the scummy world of boxing and Mickey was also incredibly racist.

The movie begins with Apollo Creed announcing a big fight in Philadelphia to celebrate the Bicentennial. Trust me, that holiday was the biggest thing ever back in 1976. He gets some bad news — his opponent is injured and he can’t find another boxer who can draw. So he decides to give a local journeyman a chance — Rocky Balboa.

Rocky’s never boxed on this level before. He has semi-pro matches in small gyms and churches when he’s not working as a collector for loan shark Gazzo (Joe Spinell, who was a close friend of Stallone until the filming of Nighthawks; he was also Sage Stallone’s godfather; you may know him better from roles in movies like Maniac and Starcrash).

Rocky meets with promoter George Jergens (Thayer David, Dark Shadows) thinking that he’s just going to be a sparring partner for Creed, but then learns that he’ll be paid $150,000. Soon, he’s finally caught the eye of former boxer Mickey Goldmill (Burgess Meredith, who is astounding in this film), a man who ignored him for years.

Rocky also falls for Adrian, which means he has to deal with her brother Paulie (Burt Young). Adrian fills the gaps for Rocky, becoming the only person that he can confess that the things people say about him actually hurt and that he doesn’t feel that he has any chance to win. He just wants to go the distance to prove people wrong.

On New Year’s Day, the fight happens. Rocky comes out in an ill-fitting robe with a meat packing logo on the back. Creed is dressed as Uncle Sam and continually makes light of Rocky before he’s knocked down in the first round, the first time that’s ever happened.

The fight is sheer brutality — Rocky needs an eyelid cut open just to see and Apollo has his ribs broken — but the end is indecisive. Creed is obviously the better boxer, but Rocky has more heart. As the final bell rings, Creed tells him there won’t be a rematch and Rocky agrees that he didn’t want one.

The result of the fight — a 8:7, 7:8, 9:6 split decision — doesn’t even matter. All Rocky wants is to see Adrian and tell her that he loves her. He’s achieved his dream and become a winner, even if he didn’t really win. Instead, he’s achieved so much more just by being who he truly is.

The iconic scenes where Rocky jogs through Philadelphia were shot guerrilla-style, which means no permits, equipment or paid extras. In fact, the scene where the grocer throws him an orange was completely improvised. The man had no idea that there was actually a movie being filmed.

Rocky was only the third film shot with the Steadicam (the other two are Bound for Glory and Marathon Man), which was integral when it came to capturing the aforementioned jogging scenes. In fact, the Philadelphia Art Museum steps came from the test footage Steadicam inventor Garrett Brown shot of his girlfriend running those steps to wow filmmakers. Director John G. Avildsen, who was prepping storyboards for the film, saw the footage and knew it would work.

Stallone and Avildsen disagreed on many parts of the film and nearly came to blows over the film’s ending. Stallone thought Creed had to be the clear winner of the fight to prove that a victory for Rocky doesn’t necessarily have to be in the ring, but Avildsen cut the conclusion to make it more ambiguous. They did agree to reshoot the ending so that Adrian came back into focus with her showing up to watch the final round of the fight. This ended up solving their issues with the final scene, as Stallone got his upbeat ending without really needing to decide who won the match.

Rocky was a major part of my childhood. I grew up in a town split between Eastern European and Italian families, where there’s still plenty of anti-Italian racism even to this day. Having an Italian hero who wasn’t a mobster meant a lot to me, particularly because Rocky was from my home state and not somewhere far away. As I’ve grown older, the story of a man who looks back on his life and sees the time he’s wasted means more and more to me. So I get something new from this film every single time that I see it. It’s pretty amazing that this character has survived eight movie appearances, changing to reflect his age and the time when those new films are made.

Plus, how cool is it that Stallone still has Cuff and Link, his turtles from this movie? They came back to make an appearance in Creed 2.

You better believe that I own the Meat figure from the Jakks Pacific Rocky toy line.