Development for the film began in 1989, after Stallone completed the screenplay. Avildsen, who directed the first installment, was soon confirmed to return and principal photography began in January 1990, being largely filmed on location around Philadelphia. The filmmakers encountered creative differences with United Artists and were disallowed to include darker elements of Stallone's original screenplay, who had envisioned Rocky V as the final film in the franchise. The film also marks the final appearances of Shire and Meredith in the franchise.
