The 1976 film Rocky is not the catalyst for conservative backlash that scholars of American cinema and culture have long made it out to be. Through detailed analysis this essay reveals two counterposed dramas: an epic race rivalry conceived by Creed, and a low mimetic comedy that sees Balboa integrated in his local community. The epic dissolves in carnivalesque play and gives way to the earnest local drama of building relationships. Rocky embodies some progressive ideals for race and class under the general theme of respect; it also manifests the men’s liberation movement against the classical male machine. As a pivotal film for critical conceptions of US cinema and culture after 1975, my reappraisal of Rocky challenges ideological criticism’s prevailing paradigm.