TINSELTOWN SPYWITNESS.

Byline: Joel Stratte-McClure

THE LAST ROUND: Hollywood tough guys, promoters and boxing fans fought for tickets to aging Rocky Balboa's final fight on Wednesday night.

``This is definitely the Italian Stallion's last hurrah and a bit of an insane gesture,'' admitted Sylvester Stallone, 60, who created ``Rocky'' more than 30 years ago. ``But I felt an obligation to give Rocky a last shot that enables him to ride into the sunset as a fulfilled character.''

Gov. Arnold Schwarzenegger, Bruce Willis, James Caan, Burt Young, Talia Shire, Danny DeVito, Dolph Lundgren, Sharon Stone, Mike Medavoy and Irwin Winkler were among a raucous crowd watching Stallone's last stand. They got into the mood for the premiere of ``Rocky Balboa'' by strolling down a yellow carpet at Grauman's Chinese Theater that was adorned with miniskirted women holding large numbers designating each round of the fight.

Is this really the end for Rocky? ``I'm sure he's got a few more punches in him,'' said Milo Ventimiglia, who plays Rocky Jr. ``He certainly has more stamina than I do, and I'm only 29.''

But Stallone's wife insists that Sly will hang up the gloves and throw in the towel.

``The kids and I initially didn't want him to do this film because we were worried that he'd get hurt,'' said Jennifer Flavin before an after-party that featured a raised boxing ring with comfy sofas and bottles of champagne in the middle of the gigantic Grand Ballroom at Hollywood & Highland. ``Now that he's written, directed, produced and starred in the finale that he wanted, this is the definitely the last round.''

But the film might have encouraged Schwarzenegger to reprise some of his earlier roles. ``I can't wait,'' said the governor.

As Rocky says: ``It ain't over till it's over.''

BREAKING THROUGH: Anne Hathaway, Sydney Pollack and Rinko Kikuchi 5 huddled in the Blue Palms lounge at the Music Box at the Henry Fonda Theatre just before Hollywood Life Magazine's sixth annual Breakthrough of the Year Awards got under way on Sunday.

``Does this award mean I'm supposed to party with Hollywood's more profligate blondes?'' asked Hathaway, who nabbed the star of the year award for her performance in ``The Devil Wears Prada.'' Kikuchi, honored for her role in ``Babel,'' practiced her acceptance speech in English while presenter Pollack joked that he might not recognize Vera Farmiga. ``Every time I see Vera on screen she's a completely different person,'' Pollack said.

Emcee Orlando Jones introduced a score of other presenters -- including Rufus Sewell, Shia LaBeouf, Oliver Stone, Wilmer Valderrama, Evan Rachel Wood, Bill Condon and David Frankel -- throughout the night. Most praised award recipients, but one offered an apology.

``I'm sorry I was so abusive in `The Illusionist,' '' Sewell said when he introduced Jessica Biel.

Breakthrough honorees Jennifer Hudson, Emily Blunt, Adriana Barraza, Michael Pena, Channing Tatum, Joseph Cross, Adam Beach, Patrick Wilson, Jared Leto, Mary Elizabeth Winstead, Blake Lively and Ana Claudia Talancn frequently mixed candor with humility.

``I've been an actor for 36 years, and this is the first prize I've won,'' said Barraza, the Mexican nanny in ``Babel.'' ``I'm amazed that anyone even noticed that I'm in `Bobby,' '' Winstead added. ``Yes, I'm straight,'' Wilson admitted.

Comic actor Justin Long thanked ``all my real friends, especially Paris, Nicole, Jessica, Ashley, Mischa, Oprah, Will, Jada and the entire cast of `Apocalypto.' It's not easy to come up here and speak from the heart,'' Long joked as his list went on and on.

GIBSON GABS: Mel Gibson had another late night out on Tuesday. But don't worry. There was neither drinking nor an alcoholic tirade. The director was simply the target of a Q&A following an Australians in Film screening of ``Apocalypto'' at Harmony Gold on Sunset.

``Do you feel vindicated that you have the No. 1 movie in the country after all the fuss that went on?'' Gibson was asked.

``No, what happened doesn't even come into it,'' he replied. ``I'm just glad people are responding to the story because, like a chef, I want them to eat my stuff.''

Gibson, who showed up at 10 p.m. dressed in jeans and a red jacket, was accompanied by cinematographer Dean Semler. The two sat in directors' chairs on the stage and discussed the problems of shooting in the hostile Mexican jungle, the challenges of working with an inexperienced cast and the advantages of using state-of-the-art digital cameras.

``Basically, this is just a chase film on foot,'' Gibson said, noting that he was frequently inconvenienced during the shoot with ``gringo gut.'' ``The movie is beautiful on film, but watching it projected digitally is almost like 3-D because it's so clear.''

Gibson managed to compliment almost everyone associated with his portrayal of the Mayan civilization and downplayed critiques of excessive violence.

``It's certainly much less violent than `The Texas Chainsaw Massacre,''' he said. ``There's nothing excessively gratuitous, and it's all medically accurate. `Apocalypto' explores primal fears, and violence is a part of that.''

Then the fearless director took a nonviolent drive back to Malibu.

CAPTION(S):

5 photos

Photo:

(1) STALLONE, FLAVIN and PROGENY: Oh Dad, poor Dad ... someone's hung him in the meat locker and we're feeling so sad

Frazer Harrison/Getty Images

(2) BARRAZA: First award in 36-year career

Frederick M. Brown/Getty Images

(3) GIBSON: He's `like a chef'

Chad Buchanan/Getty Images

(4) LONG: Name dropping ... from the heart

(5) HATHAWAY: She wears `Prada' well