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  • Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as...

    Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as Adonis Johnson and Sylvester Stallone as Rocky Balboa in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa...

    Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa and Michael B. Jordan as Adonis Johnson in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as...

    Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as Adonis Johnson and Sylvester Stallone as Rocky Balboa in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Photo by Barry Wetcher Michael B. Jordan, left, as Adonis...

    Photo by Barry Wetcher Michael B. Jordan, left, as Adonis Johnson and Sylvester Stallone as Rocky Balboa in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as...

    Courtesy of Warner Bros. Pictures Michael B. Jordan, left, as Adonis Johnson and Tessa Thompson as Bianca in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa...

    Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa and Michael B. Jordan as Adonis Johnson in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa...

    Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa and Michael B. Jordan as Adonis Johnson in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

  • Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa...

    Photo by Barry Wetcher Sylvester Stallone, left, as Rocky Balboa and Michael B. Jordan as Adonis Johnson in Metro-Goldwyn-Mayer Pictures', Warner Bros. Pictures' and New Line Cinema's drama "Creed."

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“Creed” director Ryan Coogler never imagined setting his long-in-the-works “Rocky” spin-off anywhere but Philadelphia, the location of the original “Rocky” movie and all five of its sequels.

But, for the first time since Sylvester Stallone ran up the Art Museum steps, the City of Brotherly Love is more than just a backdrop to the action.

In “Creed,” Philly is practically another character in the drama.

“My favorite character in the movie, actually, is Philadelphia,” says actress Tessa Thompson, the movie’s female lead.

“I think the city is so present in the film. Ryan and all of us felt intensely that we wanted to show a side of Philly that a lot of people haven’t seen.

“We really wanted the movie to be grounded in Philadelphia so it was important that we had a lot of strong reference points to real Philadelphia locations. We were very conscious of getting everything right.”

When last we left Rocky in “Rocky Balboa,” the Stallone-directed drama from 2006, the former boxer was a restaurant owner lured back in the ring even as he struggled to get over the death of his beloved Adrian. Nearly ten years later, Rocky is still running the restaurant but his boxing days are behind him.

Enter Adonis Johnson (Michael B. Jordan), the illegitimate son of Rocky opponent Apollo Creed. Adonis travels to Philly to try and convince Rocky to be his trainer.

After turning down Adonis repeatedly, Rocky eventually comes around and begins putting the fighter through the paces at a tough North Philly gym.

Rocky’s training works wonders. Adonis, his confidence boosted both by Rocky as well as a relationship with new gal pal Bianca (Thompson), gets a shot at the title. But up against the current champ (Anthony Bellew), Adonis is as much an underdog as Rocky was four decades ago when he stepped in the ring with Apollo.

Coogler’s camera loves the city. There are many aerial shots of downtown as well as close-ups of Rocky’s old South Philly neighborhood including Victor’s Cafe which stands in for Rocky’s restaurant, Adrian’s.

Creed trains at the Front Street Gym in Kensington and eats cheese steaks at the popular Max’s Steaks in North Philly. Fishtown venue Johnny Brenda’s and The Electric Factory are prominently featured.

And the movie winds up – where else? – on those famous Art Museum steps. The climb up to the top is so taxing for Rocky – who suffers a health crisis in the film – that he remarks, “I think they added a few steps.”

“Rocky is Adonis’s link to his past and his future,” Coogler, 29, says. “There was only one place his story would take him, and that’s wherever Rocky was. And that’s Philly.

“In fact, we used a lot of the original ‘Rocky’ locations that fans are going to recognize, but we used a lot of new ones too, to make it our own.”

The idea to add yet another chapter to the “Rocky” saga began with Coogler, whose first film “Fruitvale Station” was highly acclaimed.

A longtime fan of the “Rocky” movies ever since he and his Dad used to watch them together, Coogler had an idea for a spin-off that would follow Adonis Creed. But the first step was getting Stallone’s blessing.

Not surprisingly,Stallone was protective of the character he created four decades ago and, initially, turned Coogler down.

“I said, ‘no, no, no,’ recalls Stallone, 69. “It was such a struggle to get the last one done and I was so happy with ‘Rocky Balboa,’ and the conclusion of Rocky’s story that I thought we don’t need to go any further with it.

“I dismissed Ryan’s idea but … he was very, very adamant about it. He came back a year later, and then a year and a half later.

“And then I thought that my story is told but there’s a whole other generation out there, two generations since Rocky started, and their story has not been told.

“I thought Ryan’s idea was very ingenious. So I finally agreed to do it after I was shamed for my narrow-mindedness.”

Oddly enough, there wasn’t any mention of Apollo Creed having an illegitimate son in any of the earlier “Rocky” pictures. Coogler invented the character in hopes of exploring a father/son dynamic.

“‘Creed’ is very much a movie with a father-son theme,” says Coogler. “The ‘Rocky’ movies had it in their DNA. The sport of boxing has that too. You have these strong guys come together but they’re in the ring all by themselves. They’re in these gloves where they can’t even use their hands. They couldn’t get themselves a drink of water if they wanted to. They’re really incapacitated.

“It’s a sport where you need to lean on other people and you see fighters have this bond with their trainers. You saw it with Tyson and Cus D’Amato. You see it with Rocky and Mickey [played by Burgess Meredith]. It’s a very special bond, so we wanted to capture that.”

Time has certainly taken its toll on Rocky, who has to go through a battle of his own which forces him to come face to face with his own mortality.

“When you sit in the [make-up] chair and you come as one person and then you open up your eyes an hour and a half later and you’ve been transformed into a person who’s not healthy, it’s very relatable,” says Stallone.

“This is makeup, but this is what people live through every day and this is their destiny. I went, “My God, I have a big time responsibility to try to take this very seriously.’ And I did, and it helped with the acting.

“I became much more sympathetic to other people … and it made me definitely realize that the clock is ticking because any day, age could flip the coin on you, and take away your health.”

“Creed” marks the first time that Stallone hasn’t written a “Rocky” movie. That said, he spent long hours talking to Coogler about what Rocky would and wouldn’t do in certain situations.

“We spoke mostly about Rocky, his flow, and the way he processes,” says Stallone. “He doesn’t just answer immediately. Or if he has something to say to you, it usually comes [out] in a roundabout way.

“So when you write something for him, it’s a bit convoluted. It’s usually very gentle, it’s not confrontational, it’s polite. He’s kind of shy, in a way. After [I shared that] everything just fell into place, it was wonderful. “

Despite taking place in the male-dominated world of boxing, “Creed” makes room for the character of Bianca, a struggling musician who, like, Creed overflows with ambition.

“Ryan really likes to bring a sense of authenticity,” says Thompson, 32. “And I don’t believe there is any sports’ wife or girlfriendout there who lives solely to be the backbone for her partner.

“I think those women all have lives of their own … So it was important to me and Ryan that Bianca doesn’t just feel like an object but is a subject of the narrative.

“To accomplish that with a limited number of scenes, she had to have a specificity about her …. All of the other characters in the movie you know so well. You know Rocky and you know Adonis, the underdog. But Bianca is the wild card. She gave us the chance to tell the story of someone you’d never seen before.”

To some extent, Adonis’ relationship with Bianca mirrors the relationship, 40 years ago, between Rocky and Adrian (played by Talia Shire).

As in the earlier film, Bianca is not a traditional sports-movie girlfriend.

“Adrian was the romantic lead but, in the first movie, she was quite in her shell,” recalls Thompson. “She’s sort of odd. Until she comes out of her shell, it’s not even clear what Rocky sees in her.

“I always found that compelling about ‘Rocky.’ It felt very real. These were two people who were dissimilar and imperfect. The first time they’re physical with each other, it wasn’t hot and steamy. It was tense, uncomfortable and that’s how it is sometimes in life. It felt like an honest portrayal for its time.

“For us, we asked, ‘what does millennial love look like? What does it look like when you look someone up on the Internet and find out stuff about them they didn’t tell you?’

“We wanted Bianca to be complicated and interesting and a character you can get behind. “

Over the course of the movie, Bianca performs a number of songs onstage at Johnny Brenda’s and Electric Factory.

At Coogler’s urging Thompson helped craft those numbers with the film’s composer Ludwig Goransson

Coogler also encouraged the actress to hang out in the City of Brotherly Love and pick up on the Philly vibe. The actress spent more than two months in town, frequenting nail and hair salons, malls and music clubs.

While Thompson came to Philly to learn about the music scene, Jordan began training in hopes of adding muscle to his lean frame. Even as he was filming “Fantastic Four,” the actor began working out and excluding sugar, bread, pasta, dairy and cheese from his diet.

He also picked up tips on boxing from technical advisor/ trainer Robert Sale who put Jordan through the paces at the Powerhouse Gym in Burbank, California

Depending on how well “Creed” does at the box-office, it could be the beginning of a new franchise.

As far as Stallone is concerned, he’ll be there until the bitter end. Even if the next movie is called “Creed 2,” Rocky will be on hand, overseeing the progress of his favorite protege.

“Here we are in the seventh ‘Rocky’ movie but actually we’re in ‘Creed,'” says Stallone. “Hopefully this is a beginning of a whole new series and it just continues to go on.

“If people present ideas and if you’re open to other people’s suggestions, there’s more to go. I’d like to follow Rocky until he’s eventually an angel.”