Like John Wayne's sad and wonderful finale The Shootist, this sixth and presumably final movie in Sylvester Stallone's "Rocky" canon is both an elegy for a long career and a tough-guy take on the tension between old legends and young guns. Equally heartfelt, equally moving, equally astute about the iconographies of movies and classic characters, Rocky Balboa--and I hate to say it, but what can I say-knocked me out.

Sorry we're surprised. The Duke's other last few pictures, after all, bit the dust big-time--we're talking McQ, Brannigan, Rooster Cogburn and Cahill, U.S. Marshall, any one of which could stand toe-to-toe in the cutout bin alongside Stallone's Shade, Driven, D-Tox, and direct-to-video Avenging Angelo. But writer-director-star Stallone, surely aware of the debacle that was Rocky V (1990), here digs as deep into his screen persona as Wayne did playing shootist J.B. Books or fellow icon Clint Eastwood did as Unforgiven's twilight gunslinger Bill Munny. When the best days are past, an invincible icon becomes vulnerably human. Toss in a script with the kind of tight, clever, emotionally truthful dialogue that the young and hungry Stallone could write back in the day, and supporting players in tune with the lean anger of characters who've had everything but their pride punched out of them.

Retired former heavyweight boxing champ Rocky is back in South Philly, getting by after having gone bankrupt in the previous film. He now trades in his own glory for dinner customers at Adrian's, the little Italian restaurant he opened in, as the sign outside says, 1995. His beloved wife died of cancer seven years later. Rocky's son (Milo Ventimiglia) has an entry-level job at some financial house, where he puts up with buddies all knowing who his famous father is. He cares about his dad, but he's sick of him as well. Ditto Rocky's old buddy Paulie (Burt Young, giving his best performance in years), who's more blunt.

When a much-publicized computer simulation declares that Rocky in his prime could whup current champ Mason "The Line" Dixon (former real-life light-heavyweight champion Antonio Tarver), spoiled-diva Dixon hits the roof, and his manager (A.J. Benza) devises an exhibition idea straight out of Billie Jean King vs. Bobby Riggs: Dixon and Balboa, fighting for real.

With Rocky in his 50s (Stallone's just turned 60), the sports press has a wonderfully smarmy time with the prospect; one wag opines that they called it an exhibition "so they wouldn't have to call it an execution!" The sportswriters have affection for Rocky, but--way believably--they don't even expect the geezer to come out in one piece. Of course, anyone who follows sports knows names like Wepner and Spinks, to say nothing of the Boston Red Sox. That events continue to proceed believably through to the end is all the more reason to applaud the filmmaker.

Now there's a word used advisedly: filmmaker. As an actor, Stallone gives a natural, unforced performance. As a director, he's amazingly current. Some black-and-white moments during the climactic match unfavorably recall Raging Bull, and I'm afraid Raging Balboa just isn't the same thing. But when he switches to high-def video to give us a dead-on faux HBO pay-per-view show, he's hitting all the right notes as hard as Rocky and Mason hit each other.

If he'd only quit now, Stallone would leave a good legacy. But he's got Rambo IV: In the Serpent's Eye in pre-production for 2008. To which all we can say is, "Stop! Or Your Cameraman Will Shoot."