Andy Karl as Rocky Balboa and Terence Archie as Apollo Creed in ROCKY on Broadway.
Timothy Saccenti for TIME
March 6, 2014 6:34 AM EST

One, two, three, four, five, six, seven, eight.”

A half hour before curtain on a recent Monday night, an assistant to choreographer Steven Hoggett is counting off the beats in a run-through of a complicated routine for two actors in boxing shorts. Timed to the beats, a seemingly random flurry of punches becomes a series of discrete, carefully plotted moves: a feint, a clinch, some quick blows to the ribs, a wild swing above the head. Hoggett, a thickset Brit who has devised the inventive movement for such shows as Once and American Idiot, quietly offers a few suggestions at each break in the action: Turn the gloves this way, not that; “more shoulders and back.”

“The hardest thing to do is to sell the punch,” says Sylvester Stallone, who invented these characters and knows a little bit about fake boxing for a paying crowd. “You can teach a guy to punch, but the person receiving it has to have the body movement. It starts with the feet, the swiveling of the ankles, the knees and the hips, and then the head goes last. If you just throw punches using your arms, it looks like you’re flailing.” In trying to bring his most famous movie franchise to the stage, the big question is whether Rocky really can make it as a Broadway musical–or if Stallone is just flailing.

Like Rocky Balboa, the plodding Philadelphia club fighter who gets an unlikely shot at the heavyweight title in Stallone’s 1976 film, the show has to be counted as an underdog. Big-budget musicals based on pop-movie hits, from Saturday Night Fever to Ghost (not to mention most Disney musicals since The Lion King), have a history of getting roasted by the critics and picked apart by fans of the originals–as well as disappointing at the box office. As if to emphasize its championship dreams, Rocky has even been booked into the storied Winter Garden theater, where shows seem to run forever. Mamma Mia! just left after a run of 12 years; the show that preceded it, Cats, ran for almost 18.

Rocky has some impressive creative talent in its corner, headed by hot downtown director Alex Timbers (Bloody Bloody Andrew Jackson, Peter and the Starcatcher); a charismatic and appropriately bulked-up leading man, Andy Karl; and a coup de théâtre that has been wowing the crowds nightly. For the climactic title match, the first eight rows of the orchestra section are cleared out, the patrons relocated to bleacher seats onstage and the final 16-minute bout staged in a ring moved halfway into the audience–Broadway’s splashiest venture yet into “immersive” theater.

With a hefty (though not Spider-Man-crazy) budget of $17 million, the show has weathered its share of bumps during previews. Because of repairs during an unusually cold and snowy winter, Con Edison cut electric voltage to the theater by 20%, and the production had to get a backup generator for protection. Even so, a recent Friday-night performance had to be stopped three times when the scenery didn’t move. There’s been the usual flurry of preopening tinkering as well. Songwriters Lynn Ahrens and Stephen Flaherty recently junked a disco song they had written for an early scene in the pet shop where Rocky’s girlfriend Adrian (Margo Seibert) works and replaced it with a new one. Then, after just one performance, the whole musical sequence was dropped to move the story along faster.

No one, however, can accuse Rocky of rushing to the stage. Stallone first got the idea to turn his Oscar-winning movie (which spawned five sequels) into a musical more than 20 years ago. “I always thought there was more to be had from the characters,” he says. But every Broadway producer he approached turned him down. Some thought a Rocky musical sounded too much like a Saturday Night Live parody. (Tap dancing boxers, anyone?) Others pointed out that, as Stallone puts it, “the demographic for Rocky is not the Broadway demographic.”

Stallone’s lawyer then hooked him up with Tom Meehan, the veteran book writer for such Broadway hits as Annie and The Producers. Meehan was “very dubious” at first but changed his mind after watching the movie again with Stallone in the actor’s Beverly Hills, Calif., home. “What I’m always looking for,” says Meehan, “is something with a strong, larger-than-life central character who wants something and is on a course to get that. In Rocky’s case, it’s a very simple thing he wants: respect.” Meehan also decided the story was as much a romance as a boxing movie–an emphasis the show has continued to play up in its marketing campaign (tagline: Love wins).

To write the score, Stallone tried out several rock and pop composers, among them Diane Warren, David Foster and Benny Mardones, but wasn’t satisfied. “Every song was a great big power ballad, about ‘Someday I’ll be champion of the world,'” says Meehan. After an abortive meeting in Chicago with R. Kelly, Stallone finally agreed to meet with Broadway veterans Ahrens and Flaherty (Ragtime, Seussical). Like nearly everyone else, they were skeptical at first (“I hate boxing,” Ahrens says) but eventually saw possibilities. They wrote a few songs on spec and in 2006 played them for Stallone in a hotel room in Philadelphia, where he was shooting Rocky Balboa, the sixth in the franchise. “We did the first song,” Flaherty recalls–an inspirational anthem called “Fight From the Heart”–“and at the end he pounded the table and said, ‘That’s it!'”

Still, Broadway producers weren’t interested, and the project languished for five more years. Then Stallone got a surprise visit in his office from Wladimir Klitschko, the Ukrainian heavyweight champion of the world. He was representing a team of German producers, who had independently come up with the idea of doing a Rocky musical, hoping to stage it in Hamburg–a thriving theater capital where retooled Broadway hits like The Lion King are huge attractions. Stallone put them together with the creative team he had assembled, Timbers was enlisted as director, and Rocky headed to, of all places, Germany. “At this point,” says Stallone, “it would have been fine with me if they had produced it on the moon.”

The show was translated into German and cast with German-speaking actors–except for Terence Archie, who learned the language to play Rocky’s opponent Apollo Creed. (He has stayed on for Broadway.) Meehan, who had taken four years of German in college, was the only member of the creative team who could understand what was being said onstage. But the critics raved, and the audiences erupted so wildly at the end that a second curtain call had to be added and the houselights had to be turned up to get people to leave the theater.

Stallone’s return to Broadway brings his career full circle. Born a few blocks from the theater–before moving to Philadelphia–he spent five years in New York City as a struggling actor in the early ’70s. He auditioned for Hair but didn’t get the part and couldn’t even afford to see Broadway shows. The high point of his stage career was a leading role in a tiny off-Broadway production of Desire Caught by the Tail, a rarely performed play by Pablo Picasso. “Please don’t check it out,” he says. “It was pretty bad.”

His input on the musical consisted mainly of urging that key scenes and lines from the movie be retained. “He’s an expert in the character of Rocky,” says Timbers. “He’s been great about letting the authors have the space to create and then coming in and giving a lot of helpful thoughts.” Fans will be pleased: Rocky eats raw eggs, takes Adrian to an empty ice-skating rink for their first date and, in a nifty training montage, climbs the famous steps at the Philadelphia Museum of Art. Jokes from the film are repeated nearly verbatim (“Are you closed to the general public, or are you just closed to everybody?”), and the score includes Bill Conti’s famous trumpet fanfare for “Gonna Fly Now.”

Stallone’s star power is also providing a boost. He made a surprise curtain-call appearance at the first preview and is planning to attend the opening on March 13. After that, Rocky will be on its own in the ring. Scoring a knockout with Broadway’s tastemakers still seems like a long shot. But just going the distance will be a triumph.

This appears in the March 17, 2014 issue of TIME.

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