Original subtitles

[crowd chanting] Rocky, Rocky, Rocky...

['Rocky Theme" playing]

[crowd continues chanting] Rocky, Rocky, Rocky...

[music stops]

[crowd jeering and booing]

[dramatic music playing]

[man 1] Yet another quick knockout for Mason Dixon, almost perfunctory.

The fans let him know how they feel about it.

[man 2] Hide the women and children. This could get ugly.

[man 1] This crowd does nothing to hide its anger over this latest debacle.

[man 3] The fans are mad as hell. They don't want to take it anymore.

They seem to be blaming Dixon, a good fighter, for the decline,

not only of the heavyweight division guys,

but of the entire sport.

[man 1] They're pelting the undefeated heavyweight champion

of the world with ice.

[man 3] Maybe this angry, visceral reaction

will pressure Dixon to fight someone

who can fight back for a change, if there's somebody out there.

[man 2] All of boxing is hoping for a warrior

who thrills us with his passion.

["Take You Back" playing]

# Take you back Doo-doo-doo-doo #

# Take you back Yeah, yeah, yeah #

# Take you back Doo-doo-doo-doo #

# Take you back #

-# Well, I been told by some people # -# Take you back #

-# And they all say to take you back # -# Take you back #

# Doo-doo-doo-doo To take you back like before #

-# Now I don't call this a reason # -# Ah, ah, ah #

# I just call it believing in myself #

# Take you back Doo-doo-doo-doo #

# Take you back #

-# Well, push me back # -# Doo-doo-doo-doo #

-# You're pushing me too far # -# Take you back, doo-doo-doo-doo #

-# I love you for # -# Take you back, doo-doo-doo-doo #

-# What I saw before # -# Take you back, doo-doo-doo-doo #

# I squeezed you and I held you #

[buzzing]

-# But I could not tell you I love you # -# Take you back #

-# You, you, you # -# Doo-doo-doo-doo #

-# Take you back # -# Doo-doo-doo-doo #

-# Well, you put me down # -# Take you back, doo-doo-doo-doo #

-# You put me down real nice # -# Take you back, doo-doo-doo-doo #

-# This love affair # -# Take you back, doo-doo-doo-doo #

-# Is taking the largest slice # -# Take you back, doo-doo-doo-doo #

-# From my life as I see it # -# Ah, ah, ah #

# Starting now It's gonna have more meaning, girl #

# Take you back, doo-doo-doo-doo #

-# Take you back # -# Doo-doo-doo-doo #

-# If I just take you back # -# Take you back, doo-doo-doo-doo #

# Take you back #

-# Well, I been told by # -# Take you back, doo-doo-doo-doo #

-# Some people and they all # -# Take you back, doo-doo-doo-doo #

-# Say to take you back # -# Take you back, doo-doo-doo-doo #

-# To take you back like before # -# Take you back, doo-doo-doo-doo #

-# Now I don't call this a reason # -# Ah, ah, ah #

# I just call it believing in myself #

# Take you back, doo-doo-doo-doo #

-# To take you back like before # -# Take you back, doo-doo-doo-doo #

-# Take you back # -# Take you back, doo-doo-doo-doo #

-# If I just take you back # -# Take you back, doo-doo-doo-doo #

-# If I just push you back # -# Take you back, doo-doo-doo-doo #

-# If I just love you back # -# Take you back, doo-doo-doo-doo #

-# Take you back # -# Take you back, doo-doo-doo-doo #

# If I just love you back #

-[song fades] -[speaking indistinctly]

[poignant music playing]

[poignant music continues]

Time goes by too fast.

Eh, not fast enough.

Your kid should've been here.

-[Rocky] That's all right, Paulie. -No, it ain't all right.

[Rocky] The kid gets a little busy sometimes.

[Paulie] He don't get that busy.

Let's not talk about it here.

You're coming tonight, right?

I'm working. I took the "tour� the last three years.

I know, but it's the anniversary.

Fine. You got my word.

Thank you. I owe you.

[sighs]

[poignant music continues]

[music fades]

Robert. Where have you been? You're late.

I don't want to hear this.

Your job performance is not nearly good enough to be pulling this.

I don't give a damn who your father is. Understand?

All right. Now get out of here.

Thank you, sir.

Yo, Robert.

-Hey, Rocky.

-How you doing? -Hey.

[man] What's up, champ?

You caught me off guard.

I know. I wanted to catch you before you got too busy.

Yeah, it gets busy up there.

-So how you doing? -Real good.

-Yeah? -Yeah.

Yo, Rock.

How you doing?

Yeah, real good.

Listen, you wanna go out and get some coffee?

I'm kind of behind. Maybe later?

That would be great.

Come by the restaurant tonight. I'll have something made special for you.

Tonight I can't. I've got plans. A few of the guys getting together.

Did I do something wrong?

What do you mean?

Well, I don't know exactly what I mean, but...

I just think that when I come here, you don't feel so comfortable.

And I certainly don't wanna do that.

Well, you throw a big shadow.

A big shadow?

You're not gonna get anything done down here, Robert.

Well, if you won't introduce me, I will.

-Hi, I'm William Tomilson. -How you doing?

Your son has the misfortune of working for me.

-It's a good job. -Yeah.

I've told Robert about 20 times that I wanted to meet you.

But I guess you're pretty busy, which isn't a bad thing, is it?

- I get a little tied up. -Grab a shot, will you?

I may not get this chance again.

Us old warhorses have to stick together, don't we?

-The old horses, yeah. -I'll tell you.

Oh! It's a good thing it's not your left.

This makes you very popular with people.

-One, two, three. -[camera clicks]

Finally, we meet. Well, I have to go. It was nice to meet you face-to-face.

Take care of yourself. Robert, I'll see you later.

I gotta get going. Um, I'll change my plans for tonight.

That would be great. I'm looking forward to it.

-How you doing? -Okay.

Okay.

And do not let those numbers drive you crazy.

Too late.

Use an eraser and get rid of all of them.

-Hey, guys, how you doing? -[man] Hey, Rock.

[poignant music playing]

[indistinct chatter]

Here you go.

[upbeat music playing]

It'll be about ten tenths. You guys take care. Okay?

I'll try a few of these later on.

Is good for baking.

[Rocky] Paul, what's the cost?

-[Paul] Fifty-eight-forty, sir. -Take it out of that. I trust you.

[Rocky] You're too generous.

Not a problem.

[music turns pensive]

[music fades]

-[thunder rumbles] -[siren wailing distantly]

[Rocky] How you guys doing?

How we doing, Isabel?

Eh, okay, except for the freebie reading the Bible over there.

Ah, he's okay.

Just because you fought him don't mean you gotta feed him forever.

He doesn't even look like a fighter.

Spider Rico could hit.

How's your stomach?

Uh, okay.

If you keep rubbing olive oil on your stomach,

the kid'll be born very strong.

-Whatever you say. -Really.

["Libiamo, Libiamo Ne'lieti Calici" playing over speakers]

How you doing, Spider?

God bless you, Rocky.

Thanks.

[cooks chattering indistinctly]

['Que Te Ruegue Quien Te Quiera" playing on stereo]

How you guys doing?

Jose. Can you make something special for my kid who's coming tonight?

[Jose] No problemo.

I appreciate it.

Back and forth, give and take.

And then I went in there like an animal and threw him into the corner

and I unloaded everything I had, hook, hook, hook, left, left, left.

But Creed kept busting me back pretty good,

and the agony began to pile up.

Then I heard the best sound I ever heard in my life...

-[glass rings] -The bell.

That's right, the bell.

And I ain't never been so tired, and I'm sitting in my corner

trying to figure out how to survive the last round,

when Mickey leans into my ear and says,

"Get out there and fight this guy hard, you bum.

You gotta be first." I said "Mick. If I could...�

I would.

-"I would." The end. -[all speak in Italian]

[ringing]

Hello, Adrian's. Yeah?

Tell him you can't make it? Yeah, I'll give him the message.

[poignant music playing]

I didn't know how to train there 'cause I was just, you know, alone.

Usually, I would have my wife with me. Excuse me.

Your son said he can't make it. He said he had to take a rain check.

Okay.

Where was I?

[poignant music continues]

[Paulie] I can't Rocko, I got responsibilities.

[Rocky] Come on, we do it every year, Paulie.

- I can't, Rocko. -Sure, you can.

-If you want to, you can. - I can't, Rocko.

Hey, Ravi. Who's watching the east side?

[Ravi] I checked it 15 minutes ago.

Oh, you like to move around fast, don't you?

And your friend needs to wear the hairnet too.

USDA regulation.

You wise guy, immigrant son of a...

-Put this on, please. - I got to wear a net?

-Eh, I'm gonna get in trouble. -All right.

I don't want you getting in no trouble, all right?

But you know what I told you last year.

Yeah, but, you know, I want you with me.

Hey, if the place gets robbed, who's blamed?

Come on, Paulie, nobody's robbing cows in Philly no more.

Just for a few hours. It's just good talking about the old days.

Sometimes talking old day's stuff ain't so good.

What do you think of this?

I'm gonna be selling them.

It's nice.

-You know, it's depressing. -What is?

I'm here 31 freaking years

and they're grooming some goofy guy

that grew up scrubbing elephants to take my job.

Oh, you can't take living alone, can you?

What did you say?

[poignant music playing]

You heard me.

You know, Paulie, you just got a way of just sticking it in and twisting.

Yo.

A few hours, that's it.

Thanks, I appreciate it.

That's good, I appreciate it. Thank you.

['Boy Looka Here" playing over speakers]

# We can buy the bar all night Looka here #

# I can show you what a stack like Looka here #

# Boy, looka here Boy, looka here... #

[crowd cheering on TV]

[man 1] Yet another quick knockout for Mason Dixon, almost perfunctory.

The fans let him know how they feel about it.

[man 2] They're pelting the undefeated heavyweight champion

of the world with ice.

I remember when we got married in this place.

And after that, I carried her all the way home.

-[poignant music playing] -Remember that?

That was really... something.

[engine starts]

That was something.

[Rocky] Don't these birds look like flying candy?

Hey, birdie, you wanna fly me home?

You need somebody to walk you home?

It's a cold night. We need a few laughs in our life. What do you think? Maybe?

Maybe?

Maybe?

Let's get out of here. Okay?

[poignant music continues]

That place ain't changed much from last year.

Are we done?

How you doing, Mick?

That sign is falling apart, Paulie.

The whole world is falling apart. Look at us.

Don't talk crazy.

You know, I think if you live someplace long enough, you are that place.

- I ain't no talking building. -[train rumbling]

It's getting late, Rocko.

I get a headache from this train.

[poignant music continues]

I remember when she was standing there,

all nervous and shy, with this little smile.

All I wanted her to do was trust me.

She did.

She did.

Are you done?

[Paulie] How long are we staying here?

[Rocky] Not long.

[Paulie] I'm glad they tore this ice rink down.

[Rocky] Come on.

[Paulie] You heard me. I'm happy they tore it apart.

First time I walked your sister across this ice, we was over there.

She was nervous, but I wasn't so great on the blades either.

Ice is stupid. People standing on ice are more stupid.

And over there, when she was falling,

my hand grabbed her,

and I got her arm through that coat, I could feel it,

electric.

You said the same thing last year.

Did 1?

[Adrian speaking indistinctly]

[Paulie] Come on, Rock. Let's go.

We're done. There's no place to sit down around here.

It's all right.

It ain't all right.

It's depressing and freaking cold.

What's the matter with you?

You're living backwards.

Change the channel from yesterday. Yesterday wasn't so great.

It was to me.

Not to me.

You treated her good. You had the good times.

I treated her bad. I don't have to think about this.

She always loved you.

Sorry, I can't do this no more.

[poignant music continues]

[music fades]

[rock music playing over speakers]

[bartender and customers chattering]

-Hey. -Hey, Rocko.

[customers chattering]

[Rocky] Hey, how you doing, guys? How have you been?

Yeah. How you doing?

Very good. Ain't been down here in a while.

There you go. Good to see you.

Good, good. Hey, guys.

Hey. What's up? Hey, all right. Good.

Yeah, you guys are looking good. Looking good.

How you been?

[man] Thought I was seeing things.

Maybe I am seeing things.

How you doing, champ? What, are you lost or something?

I can't miss this place a little bit?

I thought I'd never see you around here.

Yeah, well, you never know.

Hey, what happened to your leg?

Ah, lost it to diabetes.

Sit down.

I keep back here

"cause I don't want nobody feeling bad for me or crap like that.

I feel bad for you, you know?

-Yeah, it's one way to lose weight, right? -Yeah.

[Rocky chuckles]

Yeah. Hey, listen, why'd they tear the old place down? I went by there.

-Progress. Who knows? -Yeah?

Hey, um, listen, I, uh--

I read where your wife passed on a while back.

Yeah, it was a woman cancer.

-Yeah, nice girl. -The best. The best.

What are you drinking?

Uh, I'll just have a beer. A short beer.

Yo, Marie. You know this bum?

Yeah, we met a long time ago.

Yeah?

When I was a kid, you walked me home. It was a hundred years ago.

I did?

Yeah. You told me to stop smoking and things.

I knew your brother.

Are you little Marie that used to hang out at that Atomic Hoagie shop?

Yeah, you remember that?

Yeah, I do. I walked you home and you said, "Screw you, creepo."

No, I didn't say that.

-Yeah, you did. -You sure?

[Rocky] It was very distinct.

Great insults last a long time.

Yeah, well, I'm sorry.

Oh, hey, listen, Marie.

I'm way, way, way, way past that. It's, uh...

Hope she wasn't mad.

You know, it's amazing,

it's like I can't remember what I had for breakfast

but I can remember the name of a hoagie shop

I haven't been to in 30 years. It's baffling to me.

My brain's turned to mush too. Don't worry about it.

-Yo. -Disappearing.

Yo, hey, is that you? Is that really you? How you doing?

Hey, we're having a drink here.

Okay, okay. Do what you gotta do.

Yeah, my father said you're pretty good. You're from around here, right?

-Yeah. It's, uh, good meeting you. -Yeah.

So, what are you doing back here?

Hey, we're talking here.

Okay, okay. Chill out. You can talk. I'm not talking to you.

Yeah, so listen.

Me and my pals, we over there. Think you could buy us a round?

Come on, you got the money.

Yeah. It's okay.

What are you pushing my hand away for?

What's your name?

Angie.

Angie, uh, don't be playing a fool for that guy, all right?

-A fool? -Yeah.

A fool? Me, a fool? You're the fool, not me.

You ain't no better than me. That's bullshit.

-[Rocky] I didn't say that. -You ain't no better than me.

You ain't no better than anybody up in here.

Who you think you are?

One second they like you, the next second you're a bum.

Ain't you glad you dropped in?

I was just thinking that.

Hey, listen. As soon as Rock finishes, I'm closing up.

Uh, why don't you take off?

I'll tally up with Amy.

Maybe Rocky will give you a ride home.

-Yeah, I could. Yeah. Take care. -Good seeing you, champ.

Uh, you live around here?

About eight blocks from here.

You want a lift?

Yeah.

Did you ever get married?

Yeah, sort of.

-Sort of? -Well, he took off.

Ah, poof, just like that?

Yeah, just like that.

You sort of have any kids?

Yeah, I've got one kid.

Me too. Wonderful boy.

Tough guy. What's the matter, you can't buy a round?

The girl was being nice to your dumb ass.

Think you can come around here and disrespect us?

-You keep it up. You come on back. -She's nothing but a jealous bitch.

[Rocky] Don't listen to them.

[man] Come over here, you'll get your head kicked in.

-You punch-drunk, goofy bastard. -You ain't no big shot.

You ain't even got a car to take that pig home.

[engine starts]

You all right?

Yeah.

What are you doing? Don't get out. It's all right.

No, Little Marie. It ain't all right.

-Yo! -[man] What?

I'll tell you what. You get inside.

[Angie] Hey, leave him alone.

[man whimpers]

-You see that? You see that? -Yeah. all right.

What do you say?

-I'm sorry. I'm sorry. -[Rocky] Get a job.

[poignant music playing]

[engine starts]

That guy sends his apologies.

Okay.

[Mason] Martin. Yo, Martin.

I see you still got your key.

Yeah, I got a key. You got time to talk?

I got a lot of time since your people let me go.

You know I had nothing to do with that.

Yeah.

We moved in about a year ago.

Yeah?

It's only temporary.

[Rocky] I could see that.

[Marie] I'm gonna look for an apartment.

[Rocky] Apartments are nice.

[Marie] It is what it is.

It is what it is.

But this place used to be pretty nice. There's a lot of history around here.

Yeah.

Down the street is the Cambria Fight Club. They used to call it the Bucket of Blood.

I took some massive beatings there. But it was nice. Good memories.

And I heard these buildings are 100, 150 years old.

If I was 150 years old, I'd be falling apart too.

So it's okay, building.

Does that light work?

Nah, it's burnt out or something.

Listen, thanks for the ride, and I'm sorry about those guys.

Some of those guys just got their brains on backwards and stuff.

What's he doing out so late?

Is that your kid?

Yeah. Wish he wouldn't stay out so late.

[Rocky] Amazing.

What's that?

Oh, last time I seen you,

you was a kid, and now you officially got one of your own.

It's amazing. You know, he resembles you. He's got that big Irish hair.

It's the other one.

Yeah?

His father was from Jamaica.

Jamaica? European...

Was you on a cruise ship or something?

Not really.

-What's his name? -Steps.

-Short for Stevenson. -Ah, makes sense.

Does he look mad at me, or is it maybe the angle I'm standing at?

-No. He's a good kid. -Ah.

You wanna meet him?

You know, it's getting kind of late. I got so much to do.

I understand.

Thanks again for the ride and, um, everything else.

I'll see you.

[Marie] You too.

Steps. Let's go. Say goodnight to your friend.

What are you doing out in the cold with no hat on?

-Did you get something to eat? -[Steps] Yeah, I already ate.

[Marie] It's late, you know. What are you doing...?

Yo, Little Marie.

Ain't you gonna introduce me to your kid?

How you doing, Steps?

What's up?

Listen, I have this restaurant, nice little eatery not too far from here.

All this junk. A tissue.

Sometimes I feel like a kangaroo, all the stuff in my pocket.

Here you go. I've got a card, there it is.

And, uh, if you ever get a chance,

it'd be great if both of you came down there to eat.

It'd be great, free... Anyway, I'll leave it over there under... Here.

[poignant music playing]

I'll leave it on the steps. Steps...

[chuckles]

See you later.

Come on, let's go.

You've known what was best for you since you were 10 and walked in here alone.

Got everything money can buy, except what it can't.

It's pride. Pride is what got your ass out of here.

Losing is what brought you back.

People like you, they need to be tested. Need a challenge.

You know that ain't gonna happen. Ain't nothing out there, Martin.

There's always somebody out there. Always.

When that time comes

and something's standing in front of you that ain't running,

that ain't backing up, and is hitting on you,

and you're too damn tired to breathe...

You find that situation on you, that's good.

Because that's baptism under fire.

You get through that,

you find the only kind of respect that matters in this damn world,

self-respect.

Thanks, Martin. I appreciate it.

Now what can the champ do for you?

You can give me some of that money you got.

[both laughing]

-You know, I like you, Martin. -But not that much.

How about a picture with the kid? That all right?

Sure.

Here, son, hold up your fist. Makes you look more hazardous.

-There you go. -Thanks, Rock.

[Rocky] Enjoy your meal.

-He's a nice guy, isn't he? -[Isabel] Rocky?

-Yeah. -Spider just went downstairs.

I don't know if that's all right.

What's he doing down there?

I don't know. That's your friend.

Yo, Spider.

Let me do some dishes. I feel better.

Come on. You're my guest.

Let me do something.

Keep eating. Guests do that.

Don't make me fight you again. Last time you got lucky.

Lucky? Okay.

Jesus wants me to work.

[Isabel] Rocky?

-Yeah? -You've got guests.

Don't get too wet, okay?

Glad Jesus didn't ask you to cook.

["O Mio Babbino Caro" playing over speakers]

You kept the card.

Yeah, I kept the card.

-Why don't you sit down? -[Marie] Sure.

-["Somebody Told Me" playing on radio] -[indistinct chatter]

# Who looked like a girlfriend That I had in February of last year #

# It's not confidential... #

Because I walk in there, I say good morning, I do this:

[man on TV] Tonight boxing once again.

Two contrasting styles in almost every way.

-Welcome to ESPN's Then Versus Now. -Hey, can you turn this up?

Who was the best of all time?

If two athletes from different eras

could actually compete against one another,

who would come out on top?

Given the same rules, using the same equipment, who was the greatest?

This week we feed our facts into the computer.

They will weigh in on who they think will reign supreme

while fielding the comments of our illustrious panel of sportswriters.

[rap music playing over speakers]

Champ. Yo, champ.

Yeah?

Come check out this trash they're talking about you, man.

What you talking about?

Come check this out. Hurry up.

[Brian] Tonight, the former two-time heavyweight champion

from Philadelphia, Rocky Balboa.

All right, Chuck Johnson, USA Today?

No question, Rocky Balboa fought tougher fights during a tougher era in boxing.

Mason Dixon in his career has basically been spoon-fed his opponents.

No question in my mind. Not only does Rocky win, but he wins by a knockout.

-[crowd cheering] -Yeah.

Rocky.

Offspring.

-[yells] -[Brian] Bernard, what do you think?

Dixon is a victim of his own dominance.

He's never been in

real knockdown, drag-out brawls. He's never had to dig down to rally back.

If he tries to dig down against Balboa,

he'll find he doesn't have a big enough shovel.

I clearly give it to Balboa.

Yeah.

What happened to you, man?

-What happened to you? -[chattering]

[Brian] And Bert Randolph Sugar.

Dixon has fought creampuffs. So we really don't know what he's made of.

But both in their primes, you have to factor in Dixon's unbelievable speed.

His slashing offense. He cuts Balboa to bits.

No doubt. Dixon wins all the way.

[Brian] Here's where our subjectivity ends.

Let's see what the computer has to say.

[announcer] Dixon unloads on Balboa. Rocky has no answer.

Balboa is eating jabs...

[chattering]

-[man] What time is it? -[crowd] Mason time!

-[man] What time is it? -[crowd] Mason time!

[dramatic music playing]

[cheering]

[announcer] Now Dixon is done. He is reeling.

He is almost out on his feet.

Balboa turning up the heat. Hounds him across the ring.

He's bit off more than he can chew this time. Believe it.

A murderous right hook. And Dixon is out on his feet.

He is out cold as he crumbles to the canvas.

And it is Balboa who has won the event.

-Beat the odds. -[cheering]

Ladies and gentlemen, Baby Rocky.

['Ooh Baby Baby" playing on radio]

I'm glad you liked the food. If you heat that up, it's pretty good in the morning.

[Steps] Thanks, man.

Nice kid. I hope this music ain't giving you a headache. I like this old stuff.

No, I like it. It's nice.

Well, good.

Good.

# I lost you #

# What a price to pay... #

You think Steps wants a job? You know, make a few bucks in a weekend?

It's good making your own G's. My kid stashed a few bucks doing that.

Why are you being so nice?

I don't want you to think nothing's off, you know.

My wife is gone, but she ain't. You know what I mean?

I wasn't thinking that. Believe me.

-No?

Then what were you thinking?

That you don't owe us nothing. What are you doing?

Be patient. Now...

I don't owe you nothing, but why do you have to...

owe something to get...?

-Yo! Yikes. -Whoo.

Bingo.

Why do you have to owe something to get something? Really?

I think hanging out with your kid would be nice.

What do you think?

I think that would be nice.

Good. That's very nice.

I'm glad you come by.

Nice, uh, watching you eat.

Good company.

Yo, Little Marie. Let there be light.

-[laughs] -[engine starts]

# Whisper I still love you #

# Until that day is here #

[poignant music playing]

You know, this thing is...

I know you're gone 'cause I visit your grave.

But I keep expecting you to be waiting at home.

I never knew I could have these kind of thoughts.

It's like...

some kind of crazy game God is playing.

And I'm gonna go home, the lights will be on,

people will yell, "Surprise!" and out steps you.

That ain't never gonna happen, but I keep thinking it will.

Okay.

You know, I tried talking to the kid, but I think we're just...

just going in these different directions.

Everything's going in a different direction.

It's like I ain't done nothing right since you left.

You know, sometimes...

I think I almost hate God.

I really do.

[music fades]

How come nobody else is helping us unload this stuff?

I mean, you paid for it. How come we gotta do it?

Make your head strong.

What's that supposed to mean?

Well, I think working hard makes your head strong.

You know, like when I was a kid, I'd stare off at these, uh, street lights

for like 30 minutes, and try not to blink.

Or I'd be squeezing a ball until I thought my hand was gonna explode.

Why?

Well, I was teaching myself to be uncomfortable.

"Cause I knew being uncomfortable might come in handy someday

like when I was in the ring and such.

Yeah, so why you telling me all this?

Just making conversation.

Yeah, you don't need to.

Who should I be talking to? The pigeons?

So how come you call my ma "Little Marie"?

Oh, that's how I know her.

Yeah, well, she isn't little no more.

I ain't calling her large.

Why not?

You shouldn't be goofing on your mother.

Look, man, she's my mother.

I know she's your mother,

but a mother should be goof-proof.

You know, uh...

heard from your father lately?

Why?

Uh, just curious, uh...

Him not being around bother you?

No.

Not at all?

I said it doesn't.

Okay.

When my old man took it on the arches, it really bothered me.

And my mother took off too, like in a different direction.

So... I kind of understand.

So what did you do?

Nothing. There's, you know, nothing you can do.

It bothers me, but what are you gonna do about it?

Cry every day? You take your lumps.

Everybody's got lumps. It's a lumpy life, period.

But you...

well, you're really lucky "cause you got a mother that loves you.

And she ain't quitting you.

So you gotta be listening to her

'cause if you listen to them dumbbells on the street over there,

you're gonna end up doing a lot of wrong like me.

A lot of wrong like you?

Man, you made it all the way.

No, that was freak luck.

Well, I'll take some of that freak luck.

No, waiting for freak luck is for suckers.

It worked for you.

You know...

[poignant music playing]

I got a break. I had this silly name, "the Italian Stallion."

People thought it was kind of a joke, some, like a joke that backfired.

If you want something, you gotta go out and get it,

not be waiting for freak luck, you know?

You know what I'm talking about.

So you think you got it all together?

Would I be climbing into a hole in cement if I had it all together?

No, I don't think so.

So why are you wasting my time?

You don't gotta talk to me if you don't want to.

You like dogs?

Dogs?

Dogs.

[Steps] So what is this place?

[dogs barking]

[Rocky] This is like a dog pound. It's where they keep...

a large variety of dogs.

I used to come here all the time before a fight.

You learn a lot talking to dogs. Really, you do.

Yeah. Hey, how about this one?

He don't look too friendly, my friend.

Man, this is the one. Hey, boy, how you doing?

Hey, what about this one here? Come here, boy.

-[Steps] Who, him? -[Rocky] Why not?

Aw, hell, no. That's one ugly dog.

I know, but it's kind of a cute ugly. If you look at it closely, the color,

it looks like old furniture, like some kind of pirate chest thing going on.

Yeah, sure. Hey, how about a young one?

Steps, forget him. Come here. I want you to see something.

Notice what this animal is doing here?

Lying in that position?

He ain't doing nothing.

No, he's doing a lot. He ain't wasting no energy.

Because he's dead.

He ain't dead. There's a lot of good mileage left on that animal.

Some good food, a couple of new friends, bingo, he's back.

What do you think is a good name?

It's your dog. You name him.

No. It's a community animal. Fifty-fifty.

Look, I don't know much about no dogs.

Well, you know, it ain't that complicated.

You pet him, you feed him, and nature takes its course.

Don't you wanna name an animal?

Every guy should at one time try to name an animal something.

I don't know. Fleabag?

It's catchy. It ain't original, but it's pretty good.

I think, though, you could come up with, in your young brain,

something better to throw out than Fleabag.

Punchy. How's that?

-Punchy? -Yeah, Punchy.

[tender music playing]

- I like it. -For real?

For real. Punchy it is. It's easy to remember, it's not that hard to spell,

and once it's in your brain, you never forget it.

Punchy. Very good.

All right.

Good call.

All right, Punchy. You ready to be bailed out, my friend?

Okay.

-Hey. -Hey, you know it was a joke, don't you?

-Yeah, I know. You're a very funny guy. -[laughs]

["Una Furtiva Lagrima" playing]

[speaking in Spanish]

Rocky.

[man speaking indistinctly on TV]

Excuse me.

-[man] Sure. -[woman] No problem.

Rock.

Yo, Paulie.

They're gonna be talking about that fake Looney Tune fight.

Come on. We're about to serve today's special.

Italian food cooked up by a bunch of Mexicans ain't so special.

Hey, yo.

Hey, I skipped work for this.

What an ugly dog.

It's a cute dog.

-Rock? -Yeah?

I'm gonna take off, all right? Hey, that stuff back there is pretty cool.

-You like that? -Yeah.

Thanks. I appreciate it.

-I'm gonna catch you later. -[Rocky] All right.

Who's the criminal?

He's a nice kid.

He dresses like a bum.

Oh. Coming from a human hamper, that's quite a compliment.

Hide the silverware.

[Rocky] That's nice.

Hey, Spider.

Didn't you knock out that bum once?

Will you give it a rest?

[lively news theme plays on TV]

I'm gonna be late for work for this. Give me a break.

All right. Just for a few seconds.

In the late '60s, a simulated fight took place between two legends,

Muhammad Ali and Rocky Marciano. Marciano long retired,

and Ali, unable to fight legitimately for three years for having refused induction

into the armed forces, was in need of money,

and agreed to the so-called dream match,

whose outcome would be decided by a computer.

It's almost 35 years since Rocky Marciano won the much-disputed computer decision,

and guess what. Not much has changed.

[man] Last week, Rocky Balboa won...

See? That's the cartoon fight I'm telling you about.

Yeah.

A stunning knockout. And keep in mind this is taking the human factor out of it.

-The computer says Rocky Balboa... -Whoa, that was beautiful.

...would be triumphant.

KO 13, and here is some of the fallout.

What started as a simple form of entertainment

has now become this rallying cry

for people who think an old-school athlete like Balboa could actually be better.

So your computer technology has to create what isn't. That's just not responsible.

Get therapy, will you?

Skip, how do you think Balboa would have done against Dixon?

Badly. Personally I think Balboa was completely overrated.

[host] You know, he owns a little restaurant in South Philly.

[Skip] What's the specialty, Pounded Chicken?

Anyway, I would have paid to see the fight. Next topic, NASCAR,

and the controversy that won't go away. Let's go back to Sunday's race...

Hey, cheer up. It's free advertisement. Come on. Meat house calls.

[poignant music playing]

[Rocky] Yo, Robert.

What is this? What are you doing out so late?

I tried calling, but nothing was picking up.

Is something wrong?

No. I just wanted to come by and see you in person.

Wanna come inside?

No. I just wanna get your opinion on something.

Sure. On what?

They say you only go around once, right?

I've heard that.

Well, I think I wanna do something.

Like what?

Fight.

Nothing big. Small stuff, like locally...

Don't you think you're too, you know, old?

Think you should stop trying things

because you had a few too many birthdays? I do not.

People will think you're crazy.

What's crazy about standing toe-to-toe, saying "I am"?

That's just the ego talking.

What are you trying to prove to other people, Pop?

Prove? Listen, I stopped thinking the way other people think a long time ago.

You gotta think like you think.

I do.

Do you? Good.

You gotta face reality. It's a different world now.

Only the clothes are different.

I really don't know what you want from me.

I just want us to get involved. You know, like, home team.

[poignant music playing]

Look, whatever it is you're going through, it will pass.

You're probably right.

Time is gonna catch up to all of us.

-Especially if you're standing still. -Hey, come on.

Look, I'm gonna call you in the morning.

-[Paulie] Did you tell this to your kid? -[Rocky] Yeah, I did.

-[Paulie] He thinks you're nuts, right? -[Rocky] Yeah.

Oh-ho-ho. He don't believe in you? Welcome to my world, buddy.

Rocko, nobody's giving you no title shot.

I know that. I don't want one.

So this isn't a mental disturbance?

No.

You're mad because they took down your statue?

No.

[laughs]

Not really.

If it's about money, just hang a sign around your neck saying "Punch me."

Five dollars, you'll make big money. [laughs]

What? You haven't peaked yet?

Peaked?

Yeah, peaked.

I don't know. There's still some stuff in the basement.

What basement?

In here.

Tell me about the stuff.

What about it?

Tell me about the stuff inside. Is it angry?

Angry?

Are you mad because Adrian left you?

She didn't leave, Paulie. She died.

Okay. Okay.

[poignant music playing]

[sobs] You know, sometimes it's hard to breathe.

I feel this beast inside me.

It's okay, Rocko. It's okay.

Is it okay?

I just never knew it was supposed to be this hard.

It wasn't supposed to be like this. You know it.

[sighs]

You wanna come by and help me train?

I got a job here.

I understand.

Remember you said if you stay one place long enough you become that place?

This is all I've got.

I understand.

If you get time and come down and see me train, I'd appreciate it.

Of course.

Bye, Paulie.

Goodbye, Rocko.

Take care.

[commissioner] This plenary session of the Pennsylvania Athletic Commission

is convened in order to consider the application of Rocky Balboa

for the issuance of a discretionary professional boxing license

due to his ineligibility to be licensed as a matter of right.

Mr. Balboa, you are welcome here. Since you're representing yourself,

we invite you to make an opening statement, if you'd like to.

I was just curious how I did, that's all.

All right, well, the Medical Advisory Board has informed us

that the battery of tests to which you've been subjected,

you've passed these tests with flying colors.

And we congratulate you for that.

-Thanks. -However,

this commission, in good conscience, cannot recommend you for a license,

and we therefore deny your application.

Didn't I do what you asked?

Yes, you did.

So I should get a license, right?

Not exactly.

So why did you give me all them tests if you was never passing me?

We've got to stand by our decision

and deny your request for a license at this time.

[wistful music playing]

Don't I got some rights?

[commissioner] What rights do you think you're referring to?

Like in that official paper they wrote down the street there?

-That's the Bill of Rights. -Yeah, the Bill of Rights.

Don't it say something about going after what makes you happy?

No, that's "the pursuit of happiness.� But what is your point?

My point is I'm pursuing something, and nobody looks too happy about it.

But we're just looking after your interests.

I appreciate that,

but maybe you're looking out for your interests a little bit more.

You shouldn't be asking people

to come down here and pay the freight on something.

They pay. They still ain't good enough. You think that's right?

Maybe you're doing your job, but why do you gotta stop me from doing mine?

Because if you're willing to go through all the battling

to get where you want to get,

who's got the right to stop you?

Maybe you have something you never finished,

something you really want to do,

something you never said to somebody, something.

And you're told no, even after you pay your dues.

Who's got the right to tell you that? Nobody.

It's your right to listen to your gut. It ain't nobody's right to say no,

after you earn the right to be what you want to be, or do what you want to do.

The older I get, the more things I gotta leave behind. That's life.

The only thing I'm asking you to leave on the table is what's right.

-Yo! -Have you seen the paper today?

Front row. Front row.

[man] That is so great.

All right...

Let's go get some food. Food.

Come on. Come on.

-Rob, come on. -Hey.

[Lou] The last two pay-per-views were in the toilet.

Nobody cares. You're not making heavyweight championship money.

There's a bunch of nobodies out there. This is the bottom line.

But I wanna talk about an interesting opportunity we should run with.

Look at me. You heard Rocky Balboa applied for a license and got one?

I heard. Forget about him.

-No, hear me out. -Hear what out?

You want me to fight a guy I can beat with both hands behind my back?

You could beat the guy sitting down. But that's not what it's about.

It's about making money. We gotta capitalize on that computer fight.

This could do a million buys. That's 15, 20 million to you.

-Forget it. -What do you wanna do?

No one wants to watch you fight anymore.

We got guaranteed fights.

We don't. You wanna do this in front of your friends, we'll do it now.

We got nothing. All the pay-per-view fights you came up with got rejected.

You know why? They're all bums out there. Nobody cares about them.

There's no marquee value. But this Balboa thing is interesting.

-I don't wanna do it. -Listen to me.

It's a has-been, never-gonna-be world. Call it nostalgia or whatever you want,

but people can relate to that stuff. This is a no-lose for everybody.

-It's all good. -For who?

For you. Not for me.

Maybe you don't understand. People don't like you anymore.

They don't follow you, don't support you anymore.

Understand? Don't look at me like I'm messing with your legacy.

Every jock now thinks they've got a legacy.

A legacy is what you get instead of getting paid.

-Don't talk to me like I'm stupid. -I'm not no more.

[Lou] Mason. Everybody knows you could kick this old man's ass. But you don't.

You leave him with a little bit of dignity, so they say,

"Mason Dixon's got compassion. He's a decent guy, a nice guy."

You get a new audience, we'll double your money on the next fight.

Want a new image? That's how you get it.

What you mean? To replace the one that you two made?

Whoa, wait. We made your world green. You made the rest.

You made all this junk happen.

I've had it up to here with this mess, man.

It's time for me to make some changes. I'm going back to Martin's gym.

We'll talk about this crap.

I want Martin back. There's nothing to talk about.

-How you doing? -Hey, what a surprise.

I was just driving around the neighborhood and I thought,

-"Why not drive by and say hello?" -You wanna come inside?

No, the dog needs some exercise. You wanna take a little walk?

-Yeah. All right. -It's nice outside.

All right.

Nice and brisk.

When did you get a dog?

Uh, we picked up Punchy a couple of days ago.

-Punchy? -Yeah.

You named your dog Punchy?

Actually, your kid came up with the name.

Yeah? I think that's disrespectful.

Oh, no. It's fine. Really. It's easy to remember and all that.

Listen, what do you think about coming over to the restaurant?

What for?

You know, for work.

The hostess is gonna be having a kid. You'd do good.

I don't know.

I'm telling you, you'd do so good.

I appreciate what you're doing for my kid, but I can't.

You know, I think you'd like it a lot.

It's a nice environment, it's very pleasant.

Can we drop it?

What's bothering you?

Nothing. It's all right. Listen, I gotta get back.

-No, it ain't all right. -Come on.

What?

I'd be the first person people see when they walk in?

You just give out menus, say "Hello, how are you?" Sit people down.

Look, Little Marie, if I can do it, anybody can do it.

You could find ten better people, a hundred better people for this job.

Give it a try, like two weeks.

I don't wanna try.

-Who put this stuff in your head? -Nobody.

Well, it don't get in there by itself.

Thanks for coming by.

[poignant music playing]

Yo. When was the last time you went dancing?

-Has it been a while? -Why are you asking me that?

I'm asking because you're dancing around all these problems,

you might as well come and dance with me. Now, I ain't that good,

but I'm probably better than the average bear.

Where that came from, I don't know.

You're crazy.

A little bit. But the way you're thinking and talking, it's a little crazy too.

Come on. You deserve better. Really. Come on over.

I need you to class my place up. Philly needs you.

And if you say "Screw you, creepo� again, I totally understand.

But I'm warning you, I'm gonna put myself geographically in the middle of the street

and stand here, me and Punchy, and wave to the first bus, and say,

"Come on over here and mash me.

Because Little Marie turned down the job at the restaurant.

She thinks she's better than us.�

Oh, yeah? Well, there hasn't been a bus down here in 20 years.

-Yeah?

Whew. That was a close call.

Listen, seriously. Come on over. It would be nice.

All right.

[man] Paulie.

Sorry, Paulie.

Sorry...

[poignant music playing]

[indistinct chatter]

How are you? Get my unusual up there.

Excuse me. Deliveries are in the back.

I'm not a delivery guy.

Do you have a reservation?

Do I look like a freaking Indian? [laughs]

Hey, Rocky?

I think we've got a little bit of a problem with this guy.

Problem? No, he's just a relative.

Oh, okay.

Yo, Paulie.

-What happened to your eye? - I hit it.

-Why? -Needed to.

What happened?

-I'm celebrating. -Why?

I retired.

Retired?

-[laughs] -Yeah?

When did they start giving retired people meat instead of watches?

I don't need a watch.

I got a watch.

You gave me a watch.

Paulie.

[Paulie] I don't need a goddamn watch.

-Yo, Paulie. -I got a watch.

I got two watches.

Yo, Paulie.

[siren wailing distantly]

Yo, Paulie.

Thirty-one years.

I gave them 31 years.

[sobs] 31 years freezing. For what?

It stinks!

My life stinks.

[sobbing]

What have I done?

Nothing, Rocko, nothing.

Why didn't I die instead of my sister?

I miss my sister, Rocko. I miss her.

- I really miss her. [sobbing] -[poignant music playing]

Why am I here?

And she's not?

She never hurt nobody, Rocko.

I know.

She was all I had, Rocko.

Now you're all I have.

And you never let me down.

And I treat you bad too.

[sobbing continues]

Why do I do that, Rocko?

Hey, hey, hey.

You're still my best friend, Paulie.

-Yeah? -Yeah.

My very crazy best friend.

What am I gonna do now, Rocko?

What do you wanna do?

Can I move back in the house?

Sure. But what about your girlfriend?

If I'm going to be lonely, I'd rather be lonely with you.

And she snores.

[both laugh]

Yeah, it'd be great if you move back in.

-Okay, I appreciate this, Rocko. -Sure.

So do I.

Here, let me help you with this stuff.

-Thank you. -Yeah, you're welcome.

-Thank you. [sobs] -Hey, it's good to have you back.

I missed you. I missed you.

-See you back at the house. -Okay.

Hey, Rock.

Yeah.

It takes guts climbing back in that ring, knowing you're gonna take a beating.

Thanks, Paulie.

Yo, Rock.

You're gonna do all right.

How do you know that?

The stuff in the basement. [laughs]

Thanks, Paulie.

-[speaking indistinctly] -Great. Good.

-Yo. -Good. Hey, how you doing?

Pretty good. You know, Paulie's moving back in. It's very nice.

-Really? That's good. -Yeah. Thanks.

Listen, there's a couple guys over there wanna talk to you.

-I'll check it out. Enjoy. -Okay.

-Thanks for coming. I appreciate it. -No problem. Our pleasure.

You wanna hear some stories?

[Lou] What kind of stories?

Well, a lot of people like to hear these old fight stories.

-[Lou] Maybe later. -Okay.

I'm Lou DiBella. This is Luco. He's Mason Dixon's manager.

-Will you sit down and join us? Please. -Sure.

You know, we have the promotional contract for Mason Dixon.

-Who's a big fan, by the way. -Really?

And when he heard you were interested in fighting again,

he thought, why not try and work something out?

Like a special event. A first-class exhibition fight.

Why me?

He respects the hell out of you. All right? And let's be honest.

That computer fight got people curious. This could be very interesting.

I ain't interested in getting mangled and embarrassed.

That's not gonna happen. Never happen.

Truthfully, I was thinking more on a miniscule small level.

Small fights, not big fights.

Small fights.

-Local. You know what I mean? -[L.C.] Not a bad idea.

But don't think of it as big. Think of it like I said, an exhibition.

Think of it as a glorified sparring session.

Here's something I think you'll like.

We're gonna donate a portion of the gate to charity.

That's always nice.

-It's good to give. -[Rocky] Yeah.

Where's it, uh, taking place?

-Las Vegas. -Las Vegas.

Nice and warm. This cold's gotta be killing you.

Bit stiff.

You move better when you're warmer, you know that?

-Yeah. -And if nothing else,

you'll have new stories to tell.

I really gotta think about this.

-[Lou] Absolutely. -Is that okay?

-Understand. No problem. -No problem.

I'm gonna go over there. You guys can order something.

-What do you recommend? -It's all edible.

[laughs]

Okay. Thanks.

We got him. Imagine if Dixon met this bastard in his prime?

-He'd kill him. -You ain't kidding.

Man, I'm confused...

[whispering indistinctly]

[Rocky] I didn't think this was gonna come along.

[Marie] But this is what you wanted, right?

[Rocky] I don't know.

I talk and I talk, and sometimes I think what I'm saying is true

and then I look at myself and I'm not even sure what's true anymore.

I push this crazy idea about fighting... What's it all about?

Do I really care about standing toe-to-toe and all that stuff,

or like my kid says, is it just ego?

Or am I this old pug who's just trying to replace old pain with new pain?

I don't know.

Look, I know I usually don't say a lot.

I'm always listening and looking.

But who you are, the part of you that's so full of life...

We all have that feeling, that fire, but usually never get a chance to use it.

Then it just goes away.

But you can. You've got this opportunity, so do it.

Why not?

This is who you are. This is who you'll always be.

And you don't move aside for nobody until you're ready to move.

It doesn't matter how this looks to other people.

All that matters is how it looks to you.

[dramatic music playing]

Rocky.

Look at me.

How it looks to you.

And if this is something that you wanna do,

and if this is something that you've gotta do, then you do it.

Fighters fight.

-You're not gonna punch me, are you? -[laughs]

[laughs]

I gotta go before I wear out my welcome. I'll see you tomorrow.

Thanks.

Fighters fight, right?

[dramatic music continues]

[Lou] It's rare when you get to promote an event that's bigger than boxing.

This is.

Skill versus will, with part of the proceeds going to charity.

The brainchild of Mason Dixon, to honor past heavyweight champions.

Warriors like Rocky Balboa. Let's open it up for questions.

[reporters clamoring]

[woman 1] Rocky, a few great fighters have fought in their 50s,

often with disastrous results.

Why risk the danger and embarrassment?

The smart money says you have virtually no chance.

A puncher always has a chance.

This fight will be competitive.

[woman 2] Why are you doing this, Rocky?

I don't know, I'd rather do something I love badly than...

[Paulie] Than to feel bad by not doing something you love.

[man 1] Rocky, the press has labeled you a "Balboasaurus."

[reporters laughing]

How do you feel about that?

[man 2] Mason, let's say the following happens:

You win, we'll say you beat an old guy.

You lose, say a thumb in the eye, you'll be the joke of the decade.

You all know that will never happen. This is only an exhibition.

Don't go trying to make more out of this than that computer did. Okay?

[reporters clamoring]

[man 3] Isn't this sport in enough trouble without these circus events?

Next question.

[woman 1] On the surface this looks like a cheap bit of ring theater

between, no offense, a has-been

and a man whose own credible legacy and popularity is in doubt.

-What's the upside? -Doubt?

Upside? What do you mean, upside?

What do I have to do?

I'm 33-and-0 with 30 knockouts.

I'm doing you people a favor. I'm having this exhibition for you.

And you're gonna make a mockery out of me?

I'm the champ.

If I get pissed, this guy gets hurt.

See you at the fight.

[reporters clamoring]

The guy is a joke. He's gonna get crushed.

[customers chattering]

Oh, look who's here.

How you doing, Uncle Paulie? Have you seen my father?

In the back.

[speaking indistinctly]

Excuse me.

How you doing? Glad you came by.

Can I talk with you?

-Sure. -Can we do it outside?

You're going through with this?

- I start training tomorrow. -Hey, Rock.

I made some connections. I can make some money on this, endorsements.

Absolutely. Do that.

-Thank you. -Sure.

So you nervous about the fight?

Scared to death.

You don't look scared.

I ain't supposed to.

Then you don't have to do it.

I think I do.

You know, living with you hasn't been easy. People see me,

but they think of you. With all this going on, it's gonna be worse than ever.

-It don't have to be. -Sure, it does.

Why? You've got a lot going on, kid.

What, my last name? That's the reason I got a decent job.

That's why people deal with me in the first place.

Now I start to get a little ahead,

to get a little something for myself, and this happens.

I'm asking you as a favor not to go through with this. Okay?

This is gonna end up bad for you, and it's gonna end up bad for me.

You think I'm hurting you?

In a way, you are.

That's the last thing I ever wanted to do.

I know that's not what you wanna do, but that's just the way that it is.

Don't you care what people think? Doesn't it bother you that

people are making you out to be a joke, and that I'll be included in that?

Do you think that's right? Do you?

You ain't gonna believe this.

But you used to fit right here.

I'd hold you up and say to your mother,

"This kid is gonna be the best kid in the world.

This kid is gonna be somebody better than anybody ever knew."

And you grew up good and wonderful.

It was great just watching, every day was like a privilege.

Then the time came for you to be your own man and take on the world,

and you did.

But somewhere along the line, you changed. You stopped being you.

You let people stick a finger in your face and tell you you're no good.

And when things got hard, you started looking for something to blame,

like a big shadow.

Let me tell you something you already know.

The world ain't all sunshine and rainbows.

It's a very mean and nasty place. And I don't care how tough you are,

it will beat you to your knees and keep you there permanently

if you let it.

Nobody is gonna hit as hard as life.

But it ain't about how hard you hit. It's about how hard you can get hit

and keep moving forward.

How much you can take, and keep moving forward.

That's how winning is done.

If you know what you're worth, then go out and get what you're worth.

But you gotta be willing to take the hits. And not pointing fingers,

saying you aren't where you want to be because of him or her, or anybody.

Cowards do that, and that ain't you. You're better than that.

[poignant music playing]

I'm always gonna love you, no matter what happens.

You're my son and you're my blood.

You're the best thing in my life.

But until you start believing in yourself, you ain't gonna have a life.

Don't forget to visit your mother.

[music fades]

[Duke] Throw the hook! Transfer the weight!

Come on, don't wait on him.

Come on, no waiting too long.

-Throw that hook. -[Rocky grunts]

Come on, throw that hook!

Shift that weight.

Shift the weight. Come on, let's see that hook.

Don't wait too long. Don't wait.

Get off first. Come on, get off, Rock!

Throw the hook!

Time.

All right, that's it.

Shower up, baby, shower up.

-[poignant music playing] -I... I lost my balance in there.

- I don't know if this was a good idea. -Rock?

The dog could do better than I'm doing right now.

[Paulie] You're a little rusty. First time back, huh?

Can't expect the big bomb so early.

Duke got some ideas for you tomorrow.

-What ideas? -Good bright ideas. New way of thinking.

Go ahead, shower up, okay?

You look good, Rock.

Thanks.

Paulie, what's his problem?

He's thinking rather than doing.

And you're probably making him rusty.

Sure, Paulie. Hey, whatever you're thinking is wrong.

-Oh, you think so? -Yeah.

[poignant music playing]

-Those are beautiful. -Yeah.

You get off early from work?

No. I left. I quit.

Quit, why?

I wasn't very...

I just didn't fit in there.

I understand.

-So, what are you gonna do? -Right now?

Right now I'd rather be with you.

Is that all right?

Yeah.

It's been a long time since I've seen a fight.

[Duke] You know all there is to know about fighting, so there's no sense

going down that same road again.

To beat this guy, you need speed. You don't have it.

[dramatic music playing]

And your knees can't take the pounding. So hard running is out.

And you've got arthritis in your neck.

And you've got calcium deposits

on most of your joints. So sparring is out.

I had that problem.

So, what we'll be calling on is good old-fashioned blunt force trauma.

Horsepower. Heavy duty, cast-iron, pile-driving punches

that will have to hurt so much they'll rattle his ancestors.

Every time you hit him with a shot,

it's got to feel like he tried kissing the express train.

[neck cracks]

Yeah. Let's start building some hurting bombs.

['Rocky Theme" playing]

[Paulie] Come on, go.

You'll get it.

[Paulie] You can do it, Rocko.

# Gonna fly now #

# Flying high now #

# Gonna fly now #

[Paulie] Getting stronger.

Rocko.

You can do this.

[Duke] Come on, Rocko.

-[Paulie] Go, Rocko. -Go on.

Come on, come on. There you go.

# Feelin' strong now #

You can do it, Rock.

# Won't be long now #

Getting stronger.

# Feelin' strong now #

[Duke] Rocko, Rocko.

[Robert] Push, push.

-Go, Rock. -Yeah.

Yeah.

[Duke] Yeah, that's right.

# Gonna fly now #

# Flying high now #

# Gonna fly #

Yeah.

# Fly, fly #

# Now #

[song crescendos, then ends]

[crowd cheering]

[man] Rocky Balboa, 217.

The undisputed heavyweight champion, Mason Dixon, 221.

Thank you very much. I appreciate it, champ. Thanks.

[crowd chanting] Rocky, Rocky, Rocky...

-You know how much money is in this? -A lot of it.

Imagine trying to clean this place.

-No, seriously. -Balboa.

I'll catch up with you guys later, okay? Robert, hang with me.

-How you doing, champ? -I'm good.

There's no reason for either of us to get hurt in this fight.

I'll do my best to carry you, make sure you save face. It'd be no embarrassment.

But I promise you, you try to press me, you hit me, you hurt me,

you hit me low, cheap-shot me, I'll get you out of there.

You know, uh, a lot of people come to Vegas to lose, but I didn't.

It's already over.

Ain't nothing over till it's over.

What's that from, the '80s?

That's probably the "70s.

Just remember what I said.

Yo. Champ.

Ain't you a little scared?

I don't get scared.

-[woman] This way. Thank you. -[man] One more time.

I think you try a little harder when you're scared.

This is, uh, what has worked for me.

Scared, huh?

Oh, yeah. You ain't scared of me? Come on, let's see what you got.

Hey, don't hit me, I'm brittle.

[pensive music playing]

-[thunder rumbles] -[knocking on door]

-[Marie] Hey. -Hi.

How're you doing?

I was just thinking. Did you wanna come in?

No. It's okay. I just wanted to

come by and wish you good luck for tomorrow.

-Thanks. -Yeah.

I brought you something. I hope you don't mind,

I took it from the restaurant.

-Adrian. -[poignant music playing]

Yeah. Thought she would keep you safe.

Yeah. She always brought me luck.

Yeah.

Yeah.

Listen, I wanted to say thanks

for everything you've done for me and my kid.

You've been great and, uh...

tomorrow,

you're going to prove that the last thing to age in somebody is their heart.

I'll try.

You go show them.

Thank you.

[man] The heavyweight championship

has been one of sports' most coveted titles for 120 years.

Two-time heavyweight champion Rocky Balboa, the Philadelphia slugger,

renowned for his cast-iron jaw, ferocious body attack, and will of steel,

all of which have carried the much smaller fighter to numerous victories

over the years against physically superior opponents.

And Mason Dixon, the current heavyweight titleholder

with all the speed, determination, and confidence any fighter could want.

But many still question whether he has the heart of a true champion,

never having been pushed to go the distance. Tonight we find out.

Here at the Mandalay Bay Events Center in Las Vegas, Nevada,

for the much-anticipated showdown

between Mason "The Line" Dixon and Rocky "The Italian Stallion" Balboa.

Hello, again. I'm Jim Lampley with Larry Merchant and Max Kellerman

live from the Mandalay Bay Hotel in Las Vegas, where we anticipate

one of the most outrageous and compelling events in boxing history.

The current unappreciated heavyweight champion, Mason "The Line" Dixon,

putting his reputation on the line

against legendary ex-ex-ex-champion, Rocky Balboa.

Even though most see this as more of a glorified sparring session,

the energy in the room is electric. Larry, why is this billed as an exhibition?

Wild guess, so they wouldn't have to call it an execution.

Zachariah 46 says, "I is not by strength, not by might,

but by his spirit, we have already claimed the victory

in our Lord Jesus Christ."

Good luck, Rocky.

Thanks, Spider. I appreciate it.

Nobody's expecting much

from the way-past-his-prime former champ, Rocky Balboa.

Rock, I gotta talk to you.

Look, I know you got a lot of stuff you gotta get out of your system.

Huh?

Tonight you do it. Right? Get rid of the damn beast,

let it be done, once and for all. Please, I love you.

[crowd chanting] Rocky, Rocky, Rocky.

Rocky, Rocky, Rocky.

Rocky, Rocky, Rocky...

There go the lights. The buzz is building toward a roaring crescendo.

[crowd cheering]

["High Hopes" playing over speakers]

# Next time you're found With your chin on the ground #

# There a lot to be learned... #

Where did that come from?

I told you. I love Sinatra.

He's very good, Sinatra.

[Robert] Let's go.

Very good.

# Think he'll move That rubber tree plant... #

[Larry] And here comes Rocky Balboa, veteran of the wars,

here for one more last hurrah.

[Jim] Or the Last Supper, perhaps, with him as the main course.

What's that music? You can't be serious.

[Larry] "High Hopes"? Talk about wishful thinking.

Well, maybe no hopes is more realistic. Anyway, the crowd likes it.

[Max] Look at the Italian Stallion. Cool and relaxed.

[Jim] Rocky's an off-the-board underdog, and they don't care at all.

[Max] This is about his pride and dignity and his punch, guys.

The last thing to go is a guy's punch. Rocky always has that puncher's chance.

[song ends]

[cheering]

[Jim] Rocky Balboa is still, as you can hear, the people's champion.

[Max] Prediction, guys, for at least two rounds,

Dixon's going to have his hands full.

[Larry] Two whole rounds? We have a cockeyed optimist in the house.

How you doing?

The crowd wants to see something real, or at least...

Rocky Balboa just asked me how I'm doing.

I grew up watching this guy.

I never thought I'd be calling one of his fights.

This is unbelievable. I'm a fan. I can't help it.

[Jim] Here comes Mason Dixon.

["It's A Fight" playing over speakers]

# We ain't playin' wit'cha #

# Step yo ass up #

-# What you wanna do? # -# Get yo ass knocked down #

-# What you wanna do? # -# Get ready #

-# What you wanna do? # -# Three 6 Mafia #

-# Let's go # -# What's up? #

# We gon' hit 'em with the left Hit 'em with the right #

# We gon' hit 'em with the left Hit 'em with the right #

# It's a fight, it's a fight Head bust 'em, head bust 'em #

# It's a fight, it's a fight Head bust 'em, head bust 'em #

# We gon' hit 'em with the left Hit 'em with the right #

# We gon' hit 'em with the left Hit 'em with the right #

# It's a fight... #

[Jim] Mason Dixon establishing his presence in the ring.

And suddenly now a conversation breaking out at ringside.

Mike Tyson calling out Mason "The Line" Dixon.

You can't call the shots. I'm the champ.

This is charity work. You got that midget with you right there.

# We don't be playin' When it come to handlin' business... #

[bell rings]

Ladies and gentlemen, welcome to the Mandalay Bay

Resort and Casino of Las Vegas,

and a special main event of the evening,

ten rounds of heavyweight excitement.

Sanctioned by the Nevada State Athletic Commission.

And when the bell rings, the referee in charge of the action, Joe Cortez.

And now for the thousands in attendance and the millions watching

around the world, ladies and gentlemen,

let's get ready to rumble.

[crowd cheering]

Introducing first, fighting out of the blue corner,

wearing black with gold, official weight, 217 pounds.

His professional record, 57 victories including 54 knockouts,

with 23 defeats and one draw.

He is the fighting pride of Philadelphia,

the two-time heavyweight champion of the world,

"The Italian Stallion,"

Rocky

Balboa.

-Rocky! -We love you, Rocky!

Hope he gets his head busted.

Shut up.

[Michael] Across the ring, fighting out of the red corner,

wearing white with blue, official weight, 221 pounds.

He has a perfect professional record, consisting of 33 bouts,

33 victories, including 30 knockouts.

Originally from Tampa, Florida, but now fighting out of Las Vegas, Nevada,

the reigning undisputed, undefeated,

heavyweight champion of the world,

Mason "The Line"

Dixon.

[inaudible dialogue]

[Joe] All right, gentlemen.

All right, Mason, Rocky. We went over the rules in the dressing room.

I expect a good, clean fight. Watch the kidney punches, rabbit punches,

those low blows, be careful with those, all right?

Give me good sportsmanlike conduct.

Remember, gentlemen, I'm fair, but I'm firm. Touch them up.

Enjoy the ride.

[Jim] The champ's not in the best shape we've seen him in. Maybe he just plans

to phone this one in and go home early. That wouldn't be a surprise.

Love you. Glad you could make it.

[Max] One thing about Rocky we know for sure,

this guy's showing up in shape.

The old man's crazy.

-He's gotta be crazy. He's in here. -Okay.

Take it easy. This is an exhibition. All right? Do it to him.

You got three rounds to set a pace. Every time you hit him, gotta make a dent.

Got it.

[Max] The moments before a Rocky Balboa fight?

I can't believe it's here.

[bell rings]

[Max] Round one begins. If old George Foreman

shocked the world with one punch, why can't old Rocky Balboa?

[Jim] And as much excitement as there is in the arena,

there's a sense of foreboding as well.

And now, Mason "The Line" Dixon goes to work with his jab as though

he's fighting against the number one challenger in the heavyweight division.

[Max] This is to be expected early on.

You knew the champ was going to control the distance

with his jab, his height, his range.

[Jim] Balboa, looking to gain a shot, misses wildly.

[Larry] It looks like a speed bag against a punching bag.

[Jim] Rocky is understandably frustrated,

but he came out of retirement to get into a fight.

[Max] Guys named Rocky don't like to be toyed with.

One punch could still turn it around.

[Larry] Apparently he forgot his arthritis meds this morning.

[Jim] Rocky misses.

There's a meat-seeking missile on the point of the chin by the champ.

More pinpoint jabs by Dixon.

And there's a hard right hand and a left and a right by Balboa.

He drives Dixon into the ropes with a series of shots.

-And the crowd goes berserk. -[crowd cheering]

[Jim] Dixon punishing Balboa for the temerity of landing those shots.

[crowd booing]

It's toe-to-toe in the corner. Balboa and Dixon letting it all go.

[crowd cheering]

[bell rings]

Balboa landing potent combinations to the head of the champion.

A wake-up call for Dixon.

-[Duke] You all right? -Yeah.

The man's got bricks in his gloves.

What happened to the angry stuff in the basement?

-It's still there. -He came to battle, okay?

-He tried to knock me out. -Listen.

If there's any bone in your body he can break, he will.

-His bones break too. -Give the man respect.

What about my respect?

[Jim] Compubox numbers tell the grisly story.

Balboa landed nine of 13 punches in that round.

Dixon landed an incredible 59 out of 69.

Listen to me this time.

[Max] Rocky's been here a million times before.

Coming out to start another round after he took a beating in the previous one.

-Remember what I said, okay? - I warned him.

[Jim] He's tired. His legs are going fast, or already gone.

[Max] And what's truly extraordinary is that Rocky can still take it.

[Jim] The boxing commission, which was criticized for licensing him,

would be massacred if something happened to Rocky.

[grunts]

[Jim] And a monstrous straight left hand. Down goes Rocky.

And that could conceivably be the end of the fight.

That could be the exhibition right there. But no. Balboa is up.

Referee Joe Cortez asks if he wants to continue, and Rocky says yes.

[Max] Even Rocky Balboa could be too brave for his own good.

[Jim] Dixon comes right back to try to finish it. Balboa almost went down.

[Larry] Rocky actually shoves Dixon back.

[Jim] As Dixon lands these brutal shots.

Cover up. Cover up.

[Jim] Open shots at close range, right and left hands,

and down goes Balboa.

Perhaps for the last time in his fighting career.

[Larry] That should do it.

[Joe] Four. Five. Six.

Get up. Get up.

[Joe] Eight. Nine.

[crowd cheering]

How do you feel, Mac? You okay?

-[Jim] Now Rocky is furious with himself. -Come on.

[Jim] He convinces Cortez he wants to keep fighting.

Dixon's pointing at the ref to end it,

Rocky waving his arms, saying he's fine.

-He wants to go on. -Let it go.

[Jim] And Balboa comes back. With a left and a right

and bulls Dixon into the ropes for the second round in a row.

[crowd booing]

[Jim] Back comes Dixon with brutal left-hand shots.

-[Jim] Dixon hurt his hand there. -Go after him.

[Max] This is Rocky's best chance right here.

The champ obviously just hurt his hand on Rocky's hip.

[Jim] And Balboa immediately going to work to the body. Huge right hook.

Balboa ripping away at Dixon's body.

These are big punches.

-[crowd chanting] Rocky, Rocky, Rocky... -[dramatic music playing]

[crowd cheering]

[cheering]

[Jim] Rocky Balboa has knocked the reigning heavyweight champion down.

You hurt him, Rocky.

[Jim] Mason "The Line" Dixon has never taken this kind of punishment

in his entire professional career.

[Max] Maybe he's clearing his head, guys,

but the body shots really caved in his ribs.

[Jim] Balboa is thinking knockout himself.

[Max] Another counterhook by Balboa, followed by two more.

[Jim] Dixon fires back his own hooks. Now Rocky's stunned.

It's an all-out war along the ropes

as round two comes to a close amid a giant tumult in the ring.

[Max] Incredible.

All right.

Welcome to Rockyland.

[dramatic music playing]

-How's the hand? - I think it's broken.

We lose, it's your ass. Your ass.

It will numb up on you in a few rounds. All right?

Once that hand numbs up, Dixon will be able to throw it hard.

Until then, here is Rocky's chance.

[Duke] No reverse.

[Martin] Take the pain, champ.

Stay on it. Everybody thought this was a joke, including me.

Now nobody's laughing. Stay on him. Go get him.

-[bell rings] -Go out strong.

[dramatic music continues]

Keep him off you.

That's it.

[bell rings]

Yeah.

[dramatic music continues]

[Duke] You won that round. Break him down.

[rings]

Bomb him.

Yeah.

[Duke] Just keep throwing those bombs.

[dramatic music continues]

Come on.

[tense, unsettling music playing]

You can do this.

[distorts] Rocko, Rocko.

[Mason groans]

Get him. Go.

[dramatic music playing]

-[music intensifies] -[crowd cheering]

[inaudible dialogue]

[grunts]

[tense, unsettling music playing]

Go through him. Run over him.

-[dramatic music playing] -[crowd cheering]

Unload on him.

Get it done, Mason.

[bell rings]

[crowd cheering]

[Max] They are leaving nothing on the table, guys.

[Larry] The fans are still standing.

They may not be able to sit down for a week.

You're doing great.

I'm doing better than I thought. I feel good.

[Martin] You sure he's okay?

-I've had worse. -[Duke] He's been much worse.

[Jim] Toe-to-toe, one round to go.

Who would have believed this was possible?

-Can you see out of that eye? -Let me talk.

Don't take any more chances out there than you have to.

There's nothing more to prove, Pop.

I gotta go out the way I gotta go out.

[Paulie] You can do it, Rocko.

One more round, we go home.

Okay, then do it.

[Larry] There's an old saying that every great champion has one

great fight left in him,

and Rocky is proving it so far.

-[bell rings] -[Joe] Come on, guys. Touch them up.

Rocko. The last round of your life.

-[Joe] Come on, guys. -The last round.

[Joe] Touch them up.

You are one crazy old man.

You'll get there.

-[Joe] Let's go. -[bell rings]

[Jim] Tenth round of a scheduled ten. Who would ever have dreamed

that Rocky Balboa would still be in this, quote, "exhibition"

against the heavyweight champion of the world?

You can do it. Come on.

[Max] This fight is as though Dixon got on-the-job training in courage.

[crowd cheering]

Cover up. Cover up.

[Max] They're both in a pain-free zone.

These guys are fighting in another dimension right now.

[Jim] Beyond belief, Balboa just walking straight into Dixon's punches.

Target practice for Dixon.

[Max] They're exchanging right hooks. Balboa's drilled.

Here comes Dixon. He's exhausted from punching the man.

Knock this bum out, Mace.

[exclaiming]

[tense, unsettling music playing]

[Rocky] What is it you said to the kid?

It ain't about how hard you hit.

It's about how hard you can get hit and keep moving forward.

How much you can take and keep moving forward.

-Get up. -Let's go. Get up.

-Rocky, Rocky, Rocky... -Rocky, Rocky, Rocky...

[Rocky] Get up.

[dramatic music playing]

Rocky, Rocky, Rocky...

[crowd roaring]

[Jim] And another monster body shot. Rocky's ancestors must have felt that one.

Rocky. Start moving those hands.

[Jim] Less than two minutes to go.

The crowd is astonished that Balboa got up.

-Come on. -Turn it over. All the way through.

[Max] He begs for Dixon to punish him some more. And retaliates with fury.

Chop him down.

Come on, Rocky.

Take him out now.

[Jim] They're trading shots again.

[Max] Balboa is trying to hit anything and anywhere.

Win it. Win it.

[crowd chanting] Rocky, Rocky, Rocky...

[music intensifying]

-Yes. -[bell rings]

-[bell ringing] -[crowd roaring]

[triumphant music playing]

-You're a great champion. You got heart. -Thanks.

Thanks for the opportunity. Good night.

That was unbelievable. That's the greatest thing I've ever seen.

You did it.

That's the kind of fighting you're talking about.

-[Rocky] Hey, Paulie. -[laughing]

That beast is gone now. The beast is out.

One of the most overused words in sports, guys, is "incredible.�

I hate to say it. This is incredible.

Let's go.

[Michael] Ladies and gentlemen, before we go to the scorecards,

a round of applause for these two heavyweight warriors.

[crowd cheering]

We have a split decision.

Adelaide Bird scores it 95-94...

Dixon.

Chuck Champer has it 95-94...

Balboa.

[crowd cheering]

And Bill Graham scores it 95-94

for the winner by split decision, and still undefeated,

the heavyweight champion of the world,

Mason "The Line" Dixon.

-[triumphant music continues] -[crowd cheering]

[crowd cheering] Rocky, Rocky, Rocky.

Rocky, Rocky, Rocky.

Rocky, Rocky, Rocky...

[music crescendos]

-[music stops] -[crowd cheering and chanting]

[poignant music playing]

You know, I couldn't have done nothing without you.

Yo, Adrian, we did it.

We did it.

[music fades]

['Rocky Theme" playing]

# Tryin" hard now #

# It's so hard now #

# Tryin" hard now #

# Feelin' strong now #

# Won't be long now #

# Getlttin' strong now #

# Gonna fly now #

# Flying high now #

# Gonna fly #

# Fly, fly #

# Now #

[song ends]

[poignant music playing]

[upbeat music playing]