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Apollo is saying, "Come on, come on, come on!"

Apollo is going left. He's going for another left. Another left.

Now he's gone for the left.

Down on one knee. Lou Filippo in there wiping off the glove.

A hard left and a right combination.

What is keeping him up, Bill? I don't know.

He can't even get his gloves up to protect himself.

Down! Down! Stay down!

Apollo dancing around with his arms in the air.

Five,

six, seven,

eight, nine...

Come on!

Apollo can't believe it.

The champion got a left to the ribs, his right ribs.

You okay, champ?

Yeah, I'm okay. I'm okay.

Your rib's broken.

He broke my ribs!

I can't see nothing. Gotta open my eye. Cut me, Mick.

I don't want to do it!

Go on, cut me.

Cut me.

Okay. Try and cut it.

You're bleeding inside, champ. I'm gonna stop the fight.

Hey, you ain't stopping nothing, man. You ain't stopping nothing.

You stop this fight, I'll kill you!

All right. I won't stop it.

I'm going! You want to go...

Last round!

You gotta give it your all!

Get it off! You gotta get him down in the body.

There's the bell for the 15th and final round.

You better start fighting. You been doing nothing. You been doing nothing.

They look like they've been in a war, these two.

Come on over here.

Apollo, the champion, really tagged him.

And Apollo clearly protecting his right side, his ribs.

Oh, look at that!

Body punches!

Hard left and right.

Oh, look at the blood coming out of his mouth.

He's spitting up blood now. He takes one to the head.

A tremendous right hand from Rocky.

Go for it. Go for it, Rock!

Listen to this crowd!

Left to the ribs.

Another to the ribs. That left hand again. A right to the chin!

He's got him up against the ropes! Apollo, the champion...

Ain't gonna be no rematch. Ain't gonna be no rematch.

Don't want one.

There's chaos.

Rocky, you went the distance. You went the 15 rounds.

How do you feel? All right. All right.

What were you thinking about when that buzzer sounded off?

Adrian! What did you think about

in the 15th round when you were coming out?

Adrian!

Rocky. Rocky.

Rocky! Rocky!

We have had the privilege of witnessing the greatest exhibition

of guts and stamina in the history of the ring.

Adrian!

Rocky!

Ladies and gentlemen...

Rocky!

...we have a split decision.

Adrian!

Eight for Apollo Creed! Rocky!

Those fans out there deserve a rematch.

Ain't gonna be no rematch. Come on!

I had enough things in my face today! Adrian!

Rocko! That's my friend. Rocko!

You're breaking my jacket.

Paulie!

Adrian!

Rocky!

Adrian! Rocky!

Hey, where's your hat?

I love you!

I love you.

I love you! I love you!

I love you.

Hey, Rock! Hey, Rocky!

Rocky Balboa!

Get them out of here!

Let him breathe, will you? Give him air!

Sit down, Rocky. Sit down.

Rocky, do you think you had it won?

I don't know. I...

How about a statement, Rocky?

I don't know. I'm at a loss for words.

Get back there!

Rocky, do you think you had it won?

I don't know.

Rocky, stay!

Where's the doctor?

How's my nose look? As bad as Mickey's?

It ain't that horrible. Now give him a break.

Just one more. Get out of there.

Rocky, is that the worst beating you ever took?

You! No, you're gonna get worse if you don't get out of here.

Rocky, what did you think going into the last round?

I don't know. That I should have stayed in school or something.

Rocky, do you think you have brain damage?

I don't see any.

Where is he? Where is he?

Apollo, how about a statement?

Get away from me! How about a statement, Apollo?

Hey, Stallion! Stallion!

You got a dull skull, Stallion.

You're lucky, so lucky. What you did was a miracle.

You're the luckiest man on the face of the Earth.

I want you to know that, Stallion.

Do I look lucky?

Look, nobody goes the distance with me.

Get up out of that chair, chump, and let's finish this fight right now.

Apollo, don't, please. Sit down.

Is he serious?

Were you going down? Did the bell save you, Apollo?

Bell nothing, man. I can beat that chump.

I'll fight him any place, any time.

Does that mean there'll be a rematch?

I said any place, any time, man. Can you hear?

Hey, yo, Apollo, you said there weren't gonna be no rematch.

Look, chump, any place, any time.

Rocky, a rematch could be worth millions.

Well, I'm officially retired now.

Don't you run out on me now.

Don't you run out on me, Stallion.

I gave you a shot the first time. Now I'm ready to give you a second shot.

He sure has a lot of energy. You know, you got nothing to prove.

I don't care what the hell them judges said. This is the man that won the fight!

I'm gonna show you how lucky you are! You're gonna fight me again, chump!

Come back here! Don't run out on me! Come back here, Rock!

Yo, Adrian? Yes.

You'd better go home 'cause I'm gonna be busy

healing here for a while, you know.

I want to be here.

No, maybe you better go home with Paulie and get some sleep...

Wait a minute. Get some sleep, you know.

I love you. I love you.

I love you. See you.

See you later. See you, Mick.

Can you fix my nose?

I'm a little depressed about my nose.

We'll fix that all right. It's the eye that concerns me.

The eye's great.

I ain't never really felt this good.

You guys should've seen us tonight.

We did good.

I almost won, you know... You should've seen it.

You had him in the 10th, and in the 15th he was gone.

You think so?

Trust me. I was there.

How's your face, Rock?

I don't know. How's it look?

I wouldn't want it.

Rocky, I got a little favor I'd like to ask of you.

You know, your friend Gazzo, he admires you a lot.

Tell him to give me your old job with him.

You mean collecting?

Yeah, I'm good with numbers.

Yeah.

Okay. As soon as I get finished, you know, healing here,

I'll tell him to give you my old job, okay?

I'd appreciate that.

What are you doing here?

Visiting hours are over. I have to ask you to leave.

Now.

Okay. See you later, Paulie.

Okay. Everybody's proud of you, Rock. Yeah?

Yeah. Now.

I feel good tonight.

Yeah, you look good.

Let's go.

How are we feeling tonight?

Oh, very handsome.

That tastes good.

My kid would die for your autograph.

Sure.

Would you sign it, please,

"To my good friend, Charlie Flynn."

My hands are so sore.

It's okay.

It's my first autograph. Thank you.

You're welcome.

"To my good friend, Charlie Flynn," who I don't even know.

Yo, Apollo?

Who is it?

It's just me, Rocky. Listen.

Could you answer me one question?

Yeah, sure.

Did you give me your best?

Yeah. Yeah.

Thank you.

This coming year, you know, Rocky. How you feeling?

You all right?

Yeah, I feel great being outside.

This coming year, you're gonna make $300,000 with us.

Yeah? This fiscal year.

Hey, Rock!

Hey, how you doing, Pete?

Hey, could you sign my head?

Yeah, sure.

Thanks.

Hope it don't go to your brain.

Bet that's heavy. A little bit.

Yeah, well, just think how fast you'll be when you get it off.

Just a minute. Can I borrow this? Thanks a lot.

Let me use your head for a minute, kid.

Here, sign, Rocky. It's a standard deal.

Wait. I want to talk to you a little bit about this here.

It's a standard deal...

Just for talking about shaving stuff?

That's all you do.

Sledgehammers, whatever. Batteries...

We've got all kinds, of course, all kinds of commercials,

so it could be anything. Like balls and baseballs?

Yeah, you're gonna make $300,000.

You gotta strike now while the iron's hot, you know.

Yeah. 20 minutes, it's all over.

Yeah, people kind of forget, you know.

The time is now,

if you want to make a dollar. Right now.

Here. Sign it here. It takes you two seconds to sign. It's a standard deal.

Okay, I tell you what, I'll sign it, but I gotta go somewhere now.

Where you going? What could be more important than this?

I just gotta do some things, but I'll be back. I'll talk to you.

Give me a call, then.

Where will we call you?

I'll give you a call.

I call you. You got a number?

I'll just call you. I'll go, "Hey! Yo!" I'll call you.

Okay. All right, you call. Here.

The guy's got brain damage.

You know, it's great being out of the hospital

and not having to take all those pills and everything.

And my legs were getting so sore and all that, you know, just laying there.

I was kind of shrinking and all that. It's great to be outside, you know?

What are we doing here at the zoo?

Well, you know, I kind of like the zoo a lot, you know.

It's a special place, especially when it snows,

you know, it kind of smells clean and everything like that, you know.

Don't you like the zoo? Huh?

I like the zoo.

Yeah, me, too.

You know, I was wondering, like,

what do you think you're doing for, like, the next 40 or 50 years?

What do you mean?

I was wondering if you wouldn't mind marrying me very much.

What'd you say?

If you wouldn't mind marrying me too much.

Yes. I'd like to marry you.

Yeah? Yes.

Yeah? Yes.

I'll be a good guy, I promise. I ain't gonna do nothing wrong.

I ain't gonna leave no hair in the sink or nothing like that, you know.

Things are gonna be great, you know that? Hey!

Hey, we're getting married, you know. You want to come?

If you can get out for the weekend, I'll send you an invitation, Mr. Tiger!

That's fantastic, ain't it?

Yeah, absolutely. Yes.

I do. Thanks.

You may kiss the bride now.

I gotta take this off?

Yeah.

Go in peace and God bless you.

Thanks, Father. You done real good. I'm proud of you.

Okay. Things are gonna be great.

Rocky, congratulations!

Thanks a lot, thanks a lot. Thanks, Tony.

Hey, I ain't gonna need any luck. Everything's gonna be okay.

Hey, Rock, you want to buy into the pet shop?

Well, thanks, but I wanna do commercials instead.

Commercials? What for? Concussions?

Yeah. Concussions.

Rocky. Yeah.

Isn't that Father something?

Good luck to the both of you. Thank you very much.

Well, thanks, Mick. I gotta go back to the gym.

I got a couple of good prospects.

Yeah? Are they really good?

Yeah, they're pretty good.

All right. See you around, Mick. Thanks for coming.

Can we go drink now?

Excuse me, can I borrow the bridegroom for one minute?

You look beautiful, Adrian.

Yeah, she really turned out pretty.

Now, listen, how much money you make from your last fight?

I mean, how much money did you clear?

About 37 grand.

I know, taxes kill you.

Hey, what do you wanna do with your money now?

You want to put them on the street?

Hey, Tony, I just got married in here.

I know, and I'm happy for you.

How's about investing in condominiums? It's safe.

Condominiums?

Yeah, condominiums.

I never use them.

Hey, yo! What are youse doing?

Hey, Rock! What's happening, man?

Well, you know, I just got a little married, you know.

Hey, Rock, congratulations!

What are you guys doing? Drinking some wine here?

Yeah, man, we're doing it.

Keep singing some more. I like that stuff.

Okay, babe. Sing something for him, Frank.

There are two kinds of love That you ought to know

There are two kinds of love

There are two kinds of...

Who are they?

They're like the neighborhood's jukebox, you know.

Those guys are singing all the time.

You know, I never knew you were so light, you know.

Never? No. If I did,

I would have carried you everywhere.

Are you getting tired?

No, this is great for the arms. I think it is.

I can't believe we're married.

Oh, we are. I got proof in my pocket.

Everything happened so fast.

Yeah.

But I knew what was gonna happen from the start.

What did you know? Well...

The first time I see you, I says to myself, I says,

even though this girl is suffering from the disease of being shy,

underneath them sweaters and hat and...

What did you have on? About 20 sweaters, was it?

No, three.

Yeah, Three Sweaters is the best girl in Philly, you know.

Oh. Oh, yeah! I said that.

I said that. Oh, yeah. Really?

All right, here we are, safe and sound. Hey, yo, Butkus!

Could you get down? Go on.

Go find another seat, will you?

You want me to help you with this?

Hey, can I take this off?

That's the way I like you.

You know,

you're the best thing that ever come into my crazy life, you know that? Huh?

Really.

You're the best thing that ever come into my life.

You think it'll always be like this?

Yeah.

I hope you... What?

You never get tired of me.

Oh, no. You ain't never getting rid of me.

I hope nothing changes.

I ain't changing. I sure ain't never changing nothing about you.

I love you.

I love you, too.

Hey, yo!

It's a nice car, Rock. It's a great car.

Well, here's the papers, Rock.

Thanks a lot. Yeah.

Congratulations. Lots of luck.

Thanks a lot. Same to you.

Same to you. Isn't that nice?

We really don't need a car.

Oh, come on, Adrian.

You know, I'm gonna be doing commercials now.

I can afford this, you know. No problem.

Well, do you know how to drive?

Do I know how to drive?

Do you know how to drive?

I'm one of the greats. Are you kidding?

Come on. I'll drive you.

Let me put you inside the car.

This'll just be like Cinderella and the pumpkin, you know.

Do you know how to drive?

Do I know how to drive?

I drive airplanes and bulldozers.

I'd drive you crazy if you'd give me a chance, you know what I mean?

Yo, Adrian!

Look at this here. Tell me that wouldn't look great on you, huh?

This coat here? Huh? What about that one?

This coat's okay.

Isn't that great? Look at this black thing here with the tiger on the back.

You like animals? I love animals. Black. I like black.

Black's kind of my favorite color. You want to buy them?

I say we get them before someone else buys them. What do you say?

Come on, Adrian.

I think that would be perfect for her.

Yeah, I think that's perfect, too.

Don't you think this is kind of expensive, you know?

Well, hey, do you like having a good time, huh?

Yes. Then you need a good watch.

I'll tell you what. I want to get one for Paulie, too, okay?

We'll take these. What about one for yourself?

One for me? One for you.

I can't tell time very good,

but, all right, I'll take one, too. Very good.

Hey, Gloria, you got something nice for Butkus, you know?

Sure thing, Rockhead.

Do you like that?

Yo, look at that. Hey, Butkus!

Look at that. Your neck looks great, huh? Is that...

Hey, Gloria, you got something a little smaller?

Yeah. Look at that.

Oh, yeah. Look at that.

You see? Now that's what I call class, huh?

Real sharp.

Yeah.

You okay, Butkus?

Nice house. I'd say that's a nice house in general, wouldn't you?

Look at these bricks, Adrian.

My husband's an expert on bricks.

Are these new bricks?

Yeah, this is a very solid neighborhood.

Yeah? You're gonna like this very much.

I like these bricks. There're very nicely done here. Look very solid.

Nice.

Nice mailbox. I like this mailbox.

You know, these numbers almost add up to nine. I like that. That's a good omen.

Oh, wow.

Nice house. Really...

Hey, Adrian. Baby, that's a great spot for the bag, you know.

I could teach you how to work that bag someday, you know.

Does it have copper plumbing?

Upstairs and down. Yeah?

This whole house is supported with steel. The whole thing.

Yeah.

All these floors are solid oak. Solid.

Mrs. Balboa, can I show you the kitchen? I think you're gonna really like it.

Solid. That's good to know.

Hey, Adrian, that's a great spot for a radio. Right over there, you know?

Look at these steps. Nice steps.

Hey, nice kitchen.

Nice.

Nice kitchen, yes. Yeah.

What are taxes every year?

$1,500.

Hey, Adrian, I like it.

I know a pretty good deal when I see one, too.

Excuse me. I want to talk to my husband for one second.

Can I talk to you? Can I talk to you?

Sure, I'm available. I got no appointments.

Rocky, you are making this man's job, you know, very easy.

Now, the bank said it would give us a $16,000 first mortgage at 9.5%.

Well, hey, that don't matter. I say we get the house now.

Yeah, but we didn't even go upstairs.

That don't matter. That's just details. I'm sure it's nice.

Details, huh? Are you sure?

Absolutely. Okay?

All right, we'll take the house. And it better not leak, or else.

You know, I just wanted to tell you something.

Excuse me. Could you stand over there?

I gotta talk secretly with my wife. Okay?

Sure, sure.

I understand. Yeah.

You know, I kind of feel stupid,

talking like this with the lights on and everything,

but, you know, the house here and the solid oak floors,

and all that stuff, and the plumbing,

wouldn't be nothing without you being here, 'cause,

I don't know, without you being here, I probably...

I wouldn't be here either, you know.

You don't have to speak.

No?

Okay. Let's go celebrate here.

I'll beat you to the pool!

Hey, you guys. Slow down.

Mary Anne. Mary Anne, listen to this.

"You didn't beat nobody, and anybody who knows boxing knows the fight was fixed."

This one came from London.

"You call yourself the champ. You're a fake.

"The fight was a fake. Go kill yourself."

Wouldn't you rather play with the children than read hate mail?

"How much did you get to carry that bum for 15 rounds?

"You're a disgrace to your people."

Why can't you ignore it?

Are you serious?

Come on, let me get you in focus there. All right, I'm ready.

Are you blind, Rock?

What are you getting wise with me?

Come on! Throw the ball, Swifty. Let me see your best here. I'm waiting for you.

I'm waiting for you.

You can't even play stickball!

Hey, come on. I'm ready now. I'm just warming up.

Are you ready for this?

You better keep your mouth closed. It's coming in that direction.

What a shot!

Now I know the day weren't no waste.

Come on, Swifty.

Yeah? Yes.

Yo, Adrian! You did it!

Oh, yeah! I knew you had it in you.

You woke up this morning, you had a smile on your face.

I said, "Something special's gonna happen today."

I wasn't sure what, but I knew it was gonna be different.

You know, I was thinking, if this kid has your good looks, you know,

and your good brains and my good left hook,

he's really gonna be something.

Oh, no, what if it's a girl? What if it's a girl?

Oh, I didn't think about that.

Well, she'll be everything I'm not. She won't have to be shy.

We could give her singing and dancing lessons.

Yeah. Yeah.

How about a new dress every day? Would you like that?

Have to hire a bodyguard when she starts going to school to keep all the boys away.

You know how them little boys can be. Real pests in general, can't they?

And if it's a boy, I'd like him to be just like the father.

Don't you think one dumbbell in the family's enough?

I'll tell you one thing, this kid ain't gonna get no tattoos.

He ain't gonna be hanging around no corners,

ain't gonna dress like no wiseguy like me.

I'll tell you that. He's gonna be a good somebody like you.

Like you.

No, no, no. Like you.

Like you.

No, no. Like you.

Like you.

Yo, Adrian. We did it. Didn't we?

How you feel, Rocky? Pretty good.

Yeah?

Listen, the reason we didn't call you a couple of months ago

was we wanted to wait till the swelling went down.

I see.

But you look terrific now.

Yeah? We're gonna make a buck together.

Don't worry about it. Yeah. That's good.

As a matter of fact, I got a deal today from Smart Deal Toy Company.

Did you ever hear of them?

No. Maybe Mrs. Rocky did.

Did you ever hear of a Smart Deal Toy?

No.

No? Big. They're number one.

And they want to make a Rocky doll. You understand?

You can kick it. You can beat it.

For kids. You can kick it. You can beat it. It does everything.

Pretty smart, yeah.

That's right. Takes a terrific beating.

I think it's a great idea.

We're gonna make a lot of money with it. Okay?

Is he ready there?

How do I look? The best.

Fabulous.

Adrian, how do I look?

Different.

Sensational. Come on, let's get it on.

Okay.

He's gonna be great.

Don't be nervous.

Yeah. How do I look?

I look stupid, don't I?

Yes.

You got any deodorant?

No.

Excuse me.

All right, we're ready. Let's go, Arthur. In the cage, Rock.

Just the way we rehearsed.

Everyone get ready for picture now.

Come on, Rock. We're running late.

Girls, come on. Look alive, dear.

Girls... Yeah.

A little higher. Show the product. Get ready here.

That's it.

Magic time! Look alive!

Quiet on the set.

Roll, please. Speed.

Beast aftershave, take one.

Action!

Go now? Action.

"In the morning, I splash it on and it makes me smeel mainly."

"Smeel mainly"? Cut!

Isn't that "smell manly"? Can you read that, Rock?

Yeah.

Well, let's go again.

Well, excuse me. I know I said it wrong, but it really don't smell manly.

I mean, do you think this stuff smells like a man?

I'd say absolutely no.

Are you finished?

I'm sorry.

Okay. Rolling again. Speed.

Nice and quiet.

Beast aftershave, take two.

Action!

"In the morning, I splash it on and it surrounds my face with class."

Cut!

Action!

"And Beast aftershave will turn the women into beasts."

Cut!

Action!

"If you want to be the king of the beasts and smell like a jungle rat..."

Cat. Rat, cat. They look a little alike.

Action!

"In the afternoon, when I put it on to go out with the guys,

"and have a rendezvouze..."

Cut! Cut! We're cutting this set.

We're going to the alternate set.

I can get it, you know...

I'm sure you can. Will you get out of the cage?

The word "rendezvous." Yes.

Rendezvous over to the other set, Rock, if you don't mind.

Sure.

We've only wasted four hours.

Arthur, Arthur, let's reorganize here. We're going to the alternate set.

You know, it sounded great inside before it come out like that.

Get the damn club away from him

and get the girls into their other outfits.

Where is the wardrobe people? Where are the prop people?

All right, wet him down.

Arthur, step out, please.

Speed.

Beast aftershave, "The Contender." Take seven.

Try to get it right. Action!

Hi. My name is Rocky Balboa, the Italian Stallion.

They say I'm the American dream, but not 'cause...

Can I do it over again?

Christ! Cut.

No, just keep it rolling. Keep it rolling. Just read it off the dummy cards.

Dummy cards?

Please! Go on.

Wait a minute. I'd like to explain something. You know, I ain't punchy.

I got what you call, like, I don't know,

a relaxed brain, but I ain't punchy, you know.

It's just the way I talk here.

What's the difference?

Can you just do it the way it's written?

That ain't right.

This whole thing here ain't right, you know.

What isn't right?

Well, you're a rude guy. I'm trying very hard and you're being rude.

That's bad manners, ain't it, Adrian?

Yes.

I'll tell you, I gotta be almost punchy to be doing this in front of my wife.

You want to quit? Then quit! Leave! Get out of here!

I didn't want you for this setup in the first place.

You have wasted, wasted our time, sir.

This is a complete bust, the whole afternoon.

Leonard. Leonard, where are you going?

I want you to take him with you, Leonard.

Take this man with you. He is not a professional.

I only work with professionals.

You cost us thousands of dollars because you can't read.

"'It's no time to cuss me,' snarled the robber.

"'By God, fellows, grab your rifles and take color... Cover."'

How does that sound?

It's good. Yeah?

You know, being a good reader's gonna help me get a good office job, you know?

Want to hear some more?

I can't wait.

Okay.

"'There ain't no cover, Smokey,' said Brad Lincoln.

"'We better head for the canyon."'

You read nice.

Thank you. You lie nice.

Thank you.

And how far did you go in high school, Mr. Balboa?

Ninth.

And one last question.

Do you have a criminal record?

Nothing worth bragging about.

Would you be interested in some sort of manual labor?

Well, I got nothing against honest manual labor.

It's just that I'd like to see if I could make a living sitting down,

like you're doing over there.

Can I be honest? No one's going to offer you an office job.

There's too much competition. Why don't you fight?

I've read somewhere you're a very good fighter.

Yeah? Well...

Was you ever punched in the face 500 times a night, you know?

Stings after a while, you know.

Thank you very much for your time. I appreciate it.

Mr. Balboa? Yeah.

I'm very sorry. We have nothing.

Are you sure?

Next.

Hey, look, pal, you gotta be realistic.

You got no high school diploma, no qualifications.

Wouldn't you be more content with a good-paying menial labor job?

Thanks.

The way I see it is, I can get another job if I want to, you know?

But do I want to? Do I want to be doing something I ain't gonna be happy doing?

Plus, you know, we need the money now, Butkus.

Dogs don't want to hear my problems.

Come on.

Yeah. I wish I was a canine sometimes. Give me a kiss.

The only job I got is lugging beef.

You got nothing better for Rocky than hauling beef?

Hey, that's all I got, and we're cutting back, too.

So, Rocky, if you want to work, it'd be from week to week, okay?

Well, that's okay with me, but when can I start?

Well, how about tomorrow?

Well, how about today?

Okay. We got a load coming in.

Great.

Hey, Paulie, you look kind of skinny there, huh.

Yeah, he's losing weight, ain't he?

Don't bother to thank me.

Hey, thanks a lot, Paulie, and you don't have to thank me for the watch, either.

Quitting time!

Hey, there's the best-looking thing I seen all day.

You look tired.

No, no. My face is tired. I feel okay.

You want to take a hot bath?

No, come on. I feel dynamic. Honest.

Hey, listen. Tomorrow... I was thinking at work, maybe after work I'll take you out.

You want to do something nice, huh? You want to do that?

I'd like to do that. How's your stomach?

All right. You all right?

You look great. Do you know that?

Hey, Rock, they just like old friends.

Old friends never tasted this good.

I heard that.

Yo!

Yo, Rock!

You wanted me, Frank?

I gotta let you go.

How come? I'm working hard. I'm doing good.

Yeah, real good, but we gotta cut back on manpower

and you ain't got enough time in, you know? Seniority.

How about if I take a cut in pay, all right?

Can't do it. Union rules.

Union rules.

Can I finish out the day?

Sure.

Hey, Rocky, I'm sorry.

Yeah, me, too.

You got more stories than a book, you know that?

There's my brother-in-law, Rocky. Give me the five.

My brother-in-law come to visit me.

How you doing? How's everything been? How's business? Okay?

Yeah.

Looking over your old stomping ground?

Yeah.

Listen, Paulie, you want to buy this car, you know.

I thought you liked it.

It's okay, but I don't need it no more.

You know, I have a hard time making these right turns with my bad eye.

Keep hitting trash cans and things like that.

You got problems at home? You need bread?

No, no, everything's okay. You know,

this car would look great wrapped around you, you know. Wouldn't it?

Look, you need a hand-out, I'll give you a hand-out.

No, I don't need no hand-out, Paulie.

Look, you want to buy the car?

Sure. Why don't you be smart and fight again?

That's okay. I don't need to fight no more. Listen, you want to buy the car?

You want to pick up the payments and all of that?

Is my sister giving you a hard time?

You know, if she is, you break her teeth.

I appreciate the advice, Paulie,

but I kind of like her teeth, you know, where they are.

Okay? Here you go. You bought yourself a car.

Good car, you know. Gotta buckle up for safety and all that.

Where you going? You need a lift?

Nah.

See you around.

Hey, say hi to my sister for me!

Hey, listen, if you two need the car, just ask!

When did you get home? I thought you were at work.

No, I ain't at work no more. I got...

I got canned today.

What happened?

I don't know. I was...

You know, it's nobody's fault. They were just cutting back, you know.

It was economics.

What are you gonna do?

I don't know. I was

thinking about fighting.

What about your eye, you know? The doctor said you shouldn't fight anymore.

No, no. He recommended I don't fight, and I recommend that I do.

You'll go blind.

Nobody's going blind. Honest, I see great, you know.

I see like a beagle or something like that.

You could be whatever you want to be. You don't have to fight anymore.

You know, I am a fighter, not too good, but that's what I do.

Oh, Rocky, you gave me your word you wouldn't fight anymore.

I mean, if we need money, I could get a job.

You don't have to do that.

Oh, sure. I can get my job back, you know, part-time, at the pet shop.

But I'm the one who's supposed to support.

It's just for a little while.

Listen, what if you catch some pet shop disease or something?

There are no pet shop diseases, Rocky. I mean, really, I want to work.

Do you really want to do it?

Yeah. We need the money. It'll come in handy.

Well, maybe you're right, you know.

You know what's best, you know.

Could you start dinner? I'm starting to get a little hungry.

I just want to finish my workout here, okay?

Sure.

Jesus.

Who the hell is that?

Avon lady.

Is that Rocky?

Hey! I don't remember giving you no key.

Come on up here. Well, the prodigal son returns!

You don't look so bad, do you, kid?

What's that, an outer space monster you brought?

No, that's Butkus, my large dog. What's that in your ear there?

Oh, this? I hear stupid things better.

Well, now, did you come here to show me that dog?

No. Mick, can I have my locker back?

Yeah. What's on your mind?

Fighting.

Fighting? What? You want to go blind?

Nobody's going blind.

You heard what I said?

Yeah, and the eye's great. No problem.

Now, listen, every pug thinks he has one good one left.

Now forget it, 'cause your fighting career is over, kid.

Is that right?

Yeah, I think that's right.

You know, I spend my whole life getting a career.

I get one, and you tell me it's over.

What's the matter here? You shook the hell out of

the champion of the whole wide world.

You be happy with that.

Well, maybe we can do better this time.

Or worse. What about that?

Hey, yo, Mick.

I done you a favor last time, you know. Can you do me one this time?

I don't know. You don't understand me.

Now, look, I want to show you something now.

Test you. Now, look, you look right there

at the end of my nose, will you? Okay.

I want to test you.

Look at your nose.

You look at my nose now.

When I bring my finger in, you tell me when you see it,

will you? Okay.

There's the little thing. I see it.

That's good.

I told you. It's okay.

Now, wait. Now we'll try the other lamp.

Now, look here, will you? Now, tell me.

I see it.

No, you see nothing.

Creed would have caved in the whole side of your face. Now, forget it, kid.

You got the heart, but you ain't got the tools no more. Now, forget it!

Is that right?

That is right.

Yeah? Well, maybe it's you who ain't got it no more, you know that?

Yeah. Yeah. That's it.

Now, look, you didn't even see that coming, did you? No.

Well, that was from a broken-down pug like me.

What do you think the champ would do to you?

I don't know. Hurt me bad.

No. He'd hurt you permanent.

Permanent.

You know, Mick, if...

If I can't fight no more, maybe I can help out around here, you know.

Here? Well, sure, but...

You know, you're like royalty here, kid.

You want those guys to see you carrying towels and buckets around?

Where's your dignity?

I don't know how to say this. I just...

I gotta be around it.

All right, kid. Will you come back tomorrow?

Thanks a lot, Mick.

Look, I don't know about anybody else,

but as long as I'm gonna be promoting this fight myself,

I want a lot more pressure put on for a rematch.

Hey, we can get the same money for the two top contenders.

Why go after Balboa? Why?

Because there's still a lot of people out there that think he won.

There's a lot of people out there accusing me of having the fight fixed,

accusing me of being a fake,

and insulting my kids at school. That's why.

You want to hear the truth?

Yeah, I want to hear the truth.

The truth is that last time he was damn lucky.

Now he's all finished.

I mean, he's been hanging around doing nothing for six months.

And any trainer worth anything wouldn't have nothing to do with him.

Now, I say, let's go after some new meat.

Forget this bum.

Do you think I beat him the last time? Do you?

You got the decision.

Man, I won, but I didn't beat him!

What are you afraid of, Tony?

Honest? Yeah, honest.

He's all wrong for us, baby.

I saw you beat that man like I never saw no man get beat before,

and the man kept coming after you.

Now, we don't need that kind of man in our life.

I know what you're feeling.

Let it go.

Let it go.

You're the champ.

Thank you. Look, you're in charge of my public relations, right?

I want a whole new campaign started.

I want something done publicly to bring this man out.

I want something done to jar this man's pride.

I want something done to get the people around him talking.

All right? You realize

if we use this humiliation tactic, you're setting yourself up as the bad guy.

Look, man, whatever gets him in the ring.

What's happening? Hey.

What? Where's your heart?

What are you talking about?

You heard me.

Well, what's this?

It's kind of funny, don't you think?

Hey, hey, Chico, listen. Hey, hey, listen.

What's with the grin? How'd you get so happy with yourself?

Let me tell you something. Snarl more, you see.

Now, a good snarl can give you what the Bible calls a psychological edge,

because you snarl on your punches. Wait a minute. Hey, Rock!

Rock, come here a minute. Show this Latin lamebrain how to snarl and punch.

Show him that.

That's it, you see. That's ugly! That's a snarl.

Hey, John, will you empty them buckets? They're flowing over. Will you do that?

Hey, Johnny, I'll do it. No, let him do it.

I got it, Rock. Come on, I don't mind.

Hey, Rock...

Hey, wait a minute.

Now you can take it.

Whoops.

Hey!

Can't you think of anything tougher to say than, "Whoops"?

Come on, hit that right.

Wait a minute, wait a minute. Hold it. Hold it. Hold it. Hold it.

All right. Come on. Come on. Come on.

Yo, Rock.

Yo, Tony. How you doing?

How am I doing? No, how are you doing?

Look, I heard you was working in this dump.

Now what are you doing, huh? Give it to me straight, brother.

Oh, you know, I'm sweeping up, making a few bucks here and there.

You ain't no janitor, Rock. You don't need a job like this. Besides, you're Italian.

Now you come back and work for me, Rock.

Yeah, well, what would I be doing?

You mean, like, you know, like collecting or something?

Well, what else? Look, you come back. You work on the docks, get some fresh air.

It stinks in here.

Yo, Tony, I appreciate the offer, but...

I can't do that stuff no more.

It's healthy, huh?

Now, look, I gotta go. Take it easy, huh, champ?

Yeah. See you around.

Remember that guy, Rock?

Yo!

How's everybody in the clubhouse tonight?

Oh, fine. How'd your day go?

A million laughs. You know, it was great.

You need some help with that? Yes.

Yes. Okay.

Hey, you know, Adrian, I was thinking

maybe you ought to stay home and rest your stomach, you know.

Come on, Rock, it's just part-time. We need the money.

Yeah, well, maybe you're right.

There we go.

That ain't my brand. I like oatmeal.

Hey, listen, why don't we forget all this work?

Listen, you want to come home with me now,

and maybe I'll tell you a few jokes on the way home,

and maybe you'll laugh, you know?

We need a few laughs in our life. What do you think? Maybe?

Yes. Maybe?

Maybe. Maybe? Okay. Let's get out of here, okay?

Okay. Here we go.

Hey, listen, Adrian. Yeah.

Listen to this one. Why do cows wear bells?

Why?

'Cause their horns don't work.

Is that killing you? No?

Oh, God!

They really used to like it in third grade.

I used to break everybody up with that one.

Yo!

You really sweep good, man!

Is he talking to you?

Nah, he probably has me mixed up with somebody else. Come on.

Italian chicken.

Boy, you guys got the easy life.

Hey, how you guys doing? Did anybody move today, you know, huh?

How's life in the bowl? You gotta exercise once in a while.

Would you like a little snacklet or something? Here you go.

Come on, Cuff. Hey, Link, what, you drowning down there?

Hey, want to hear some TV? Want to hear some TV?

The Los Angeles Rams. The Rams defeated the Buccaneers in overtime,

13 to 10, on Frank Corell's 45-yard field goal.

Hey, Butkus. Come here, Butkus. Come here, boy.

What did you do today, huh?

Did you bark at anybody today?

Yo, Adrian! Sometimes I look at Butkus and I don't think he's a normal canine.

Well, what do you think he is?

I don't know.

He just don't look like a regular dog to me sometimes,

you know, when I look inside there.

Earlier today I was down at Apollo Creed's palatial gym,

and, as usual, the world champion was not at a loss for words about Rocky Balboa.

Look, I know a lot of people out there want to see me in a rematch

with a timid fellow who calls himself the Italian Stallion.

But this man does not have the honor to meet me in the ring. Or is it Scallion?

Now, listen, in fairness, Apollo... What's his name?

What is your name?

...Rocky Balboa did officially retire.

Yeah. The bum's hiding. The bum's running. He doesn't want to face me.

He's scared. You know it and I know it.

Apollo, I think there's more here than meets the eye.

You've been under close scrutiny ever since that split-decision victory.

A lot of reporters, Apollo, including me, thought it was an even draw.

That's your opinion and you're entitled to it.

But now I'm ready to have a rematch,

to prove that this lucky club fighter, and that's what he was, lucky,

does not have the skill

to last five minutes in the ring with a superior athlete like me.

The man's running, the man's hiding. The man doesn't want to face me.

So I say to you, Rocky Balboa, or whatever your name is,

that I want the American people to know,

I want the whole world to know,

that I'm ready, willing, and able to meet you anywhere.

Any place, any time, I will meet and defeat this so-called fighter,

who calls himself the Italian Stallion,

if the man only has the guts to give me a call.

And you can call me collect. Call me, Balboa!

This would be a legitimate rematch, the boxer against the puncher,

and I think everyone wants to see them back in the ring together.

But there's only one problem, where is Rocky Balboa?

Ugly bum!

You know, I was thinking that

I ain't supposed to do no commercials and

I ain't supposed to work in no meat house.

I'm supposed to be a fighter.

But you gave that up.

Yeah.

I think I'm becoming a nobody again, too.

In whose eyes? Not mine.

In mine.

In here.

We'll get by.

That's just it.

I don't want you to get by the hard way, you know?

I want you to have good things.

I want the kid to have good things.

We'll have them.

I just think we need them now, don't you?

Rocky, please...

You don't have to prove anything.

Adrian, it's all I know.

I don't want you to do it.

It's all I know.

Adrian?

You know,

I never asked you to stop being a woman, you know?

Please, I'm asking you, please, don't ask me to stop being a man.

Please.

I think we ought to knock his block off.

Absolutely.

Rocky.

I'm sorry.

Well... Let's do it.

Apollo! Has a site been chosen for the rematch?

This fight will be held in the Philadelphia Spectrum,

'cause I want this man's hometown to see this.

I want all of Philadelphia, I want all of America,

I want the whole world to see me destroy this man after two short rounds.

Because after this fight,

he's gonna have to donate what's gonna be left of his body to science.

But there won't be much. That I can guarantee you.

Rocky, what do you think about the fight taking place in the Spectrum?

Well, I'm very happy about that.

Why?

Well, it's only about 10 minutes from my house, the Spectrum.

Apollo, a lot of people say that you lost the first fight,

a victim of the southpaw jinx.

Did fighting a left-hander throw you off?

Southpaw jinx nothing!

Last time, I took the fight too lightly, and this man was just plain lucky.

But this time... This time you all will see the real Apollo Creed.

The world is gonna see the real Apollo Creed.

Lightning fast and hard to catch. No playing, no jiving, just business.

All right. Looks like he's got a good chance.

Rocky, do you think you have a chance this time against Apollo?

I don't know. He looks pretty mad.

Me and Mick, we're gonna try our best.

His lungs he's gonna punch out.

Now, who's that? Al Capone?

I wouldn't sweat you.

Look here, look here, a lot of people may not like me, and that's okay.

But come November, Apollo Creed will provide the ultimate gala spectacle,

on Thanksgiving, in front of this man's home crowd.

I'm gonna drop him like a bad habit.

Rocky, your pay for the fight is very substantial.

What are you gonna do with the money?

Well, the first thing I gotta do is I gotta pay the rent, you know.

And then, well, I made this list on the way over.

I was just thinking of things to do.

I'd like to get a couple of hats, and a motorcycle,

and a couple of quarts of perfume for Adrian. She likes to smell good.

And some Muppet toys. You know, Ernie and Big Bird and that frog.

What's his name? Kermit or something?

I don't know.

And I thought maybe a statue for the church,

and I think a snow cone machine for you, Paulie.

You like snow cones, don't you?

Yeah.

Rocky, got anything derogatory to say about the champ?

"Derogatory"? Yeah. He's great.

How about some clowning shots, Apollo?

Yeah.

Does this look like a circus to you, man?

Come November, you're mine.

He's very upset.

Well...

See how smooth he moves there?

See how he pumps that jab into your eye?

Yeah.

You got guts to go back in the ring with him, kid.

Thanks a lot, Mick.

Your style's too easy to figure out.

I mean, left-handed fighters they're the worst, you know.

They lead with their face mostly.

Trying to throw that big left. Right's no damn good.

They ought to outlaw southpaws.

Yeah, why didn't you tell me this before?

I didn't want to hurt your feelings. Now, look.

To pull this miracle off, you gotta change everything.

You gotta learn to be a right-handed fighter.

Now, this will confuse Apollo, and it'll protect that bad eye.

I can't learn how to fight right-handed no more.

What's "can't"? There ain't no "can'ts"! There's no "can'ts."

Now, he will beat you uglier than you are now.

Now, listen, you start fighting right-handed,

and then you change suddenly,

and that'll make history, but first you gotta get speed.

Demon speed. Speed's what we need. We need greasy, fast speed!

Now, I'll show you a trick how to get some speed in them legs.

Do you have to wear that stinking sweatshirt?

Well, it brings me luck, you know.

You know what it brings? It brings flies.

Now, listen, I want you to try... Listen to me.

I want you to try to chase this little chicken.

Well, what do I gotta chase a chicken for? It's embarrassing, you know.

First, because I said so.

And second, because chicken-chasing is how we always used to train

in the old days. Yeah.

You catch this thing, you can catch greased lightning. Ready?

Yeah, well, I'd rather eat it than chase it. It ain't very mature. Well, if you say so.

Well, neither are you very mature! Now, listen, get this thing.

I'm a fighter. I ain't a farmer.

Come on at it! Go on and get him!

Get him! Get him! Get him! Come on! What's the matter with you? Get him!

Pick him up! Pick him up!

Pull him round!

What's the matter? You're so fast.

Are you standing still or something? Speed! Speed!

Can't you catch a little chicken?

Come on! Move your tail! Move your tail!

You look like a girl out there. What's the matter with you?

I feel like a Kentucky fried idiot.

Wake up, will you? Would you wake up? Come on. Come on. Give it. Give it.

Yo, Rock. What's the matter with my sister?

Well, boy, I wish you'd go talk to her.

You know, Adrian don't like this none. She's started crying and everything.

She don't like me fighting.

What's with this domestic stuff?

Tend to the business, will you? Jab that till it hurts!

Five hundred times without stopping. Do you hear me? 500 times.

Hey, Mick, I want to use my other arm.

If you do, I'm gonna chop it off.

Is that clear?

I'll figure something.

Yeah, I wish you would, Paulie. I appreciate it, you know.

I'm sorry. Are you finished? Yeah.

Can we go to work? That would be nice.

Now, hit that bag. Hit it. Jab it till it hurts. Go ahead.

Three, four...

Yeah, I want 500 high ones. Go!

Where was I? Seven or eight?

One, two. One, two. One, two. Come on. Turn it over.

Come on. Snap it. Come on. Come on. Dig! Dig! Dig!

All right, pick it up.

Come on. Pick them up. Pick them up. Faster! Faster! Faster!

Come on! Faster!

Time!

Time!

Get up! Get me another one, all right?

Come on. You gotta ease up on these sparring partners.

You just get me another, man.

Time! What's the matter? That bag too fast for you?

You're gonna pound that sass right out of him.

Last time we should have won, but this time you're gonna be scary, kid.

You're gonna be a greasy, fast, Italian monster!

You're gonna eat lightning!

You're gonna crap thunder!

We'll have to put you in a cage, kid.

Let's take a break, Mick, all right?

Break? What break?

Where are you going? We're not finished.

Hey, I said where the hell you going?

I'm talking to myself.

Speed! Speed!

Catch that punk!

Speed, damn it, speed! Can't you catch that little squirt?

Can't you? Get off your rear! Get the lead out!

Move. Move! Fast!

You look dead out there. If you can catch that little speedball,

you're gonna catch Creed easy.

Come on! Move! Move!

All right. Time!

Hey, dead ass. Get over here.

Hey, you sick, kid?

Kid, what's the matter with you?

Nothing.

Let me tell you something, kid.

Now, for a 45-minute fight,

you gotta train hard for 45,000 minutes.

Forty-five thousand. That's 10 weeks. That's 10 hours a day. You listening?

And you ain't even trained one.

I don't know what the hell you're waiting for. What are you waiting for?

I don't know.

Suit yourself.

Yo, Rocky.

Hey, yo, Paulie. How you doing?

I'm worried about you. I've been watching.

What?

Your head ain't screwed on right.

Nah, come on. I'm doing okay. You know, I've been thinking.

You know, would you like to work my corner?

Want to get involved in this fight, you know?

Get involved in what? Watching you get murdered?

Oh, come on. I'm doing okay.

Come on. My sister got you so guilty, you're running all over the place.

She'll be all right.

It ain't all right.

Hey, Paulie, it's okay, all right?

It's not okay.

Just leave Adrian alone, all right?

Hey, kid, carry this, will you?

Because I liked you better when you was carrying spit.

What's that supposed to mean?

It means that you're training like a ninth-rate pug

who ought to be pumping gas in Jersey someplace.

Yeah? Yeah, that's what it means.

I think I'm gonna go take a shower, Mick.

That's a good idea.

Soak your head someplace. Soak it good.

Yo, Adrian! Where are you?

Paulie.

Yeah, Paulie. What the hell you doing?

What do you mean?

What the hell you doing?

About what?

About messing up that guy over there.

Don't start with me, Paulie. I'm just trying to keep him safe.

Yeah, what? Feeding these goddamn squirrels?

Did I teach you how to do that? Ditching the guy when he needs your help?

I can't believe my ears.

You didn't teach me anything, Paulie.

You didn't teach me anything, and I never hurt Rocky.

You're messing up his brain real bad. You know that?

That's not what I'm doing.

I don't know what you're talking about.

Yeah, don't tell me!

He's gonna get hurt because of you!

It's not true.

Don't say that!

I'm saying it.

Come across and tell him it's all right.

It's not all right, Paulie.

If he goes blind, you walk away. I can't. I love him. You don't!

What are you doing?

What are you doing? What's wrong? Adrian, what's the matter?

Come on. Where are your guts?

What's your problem, Mick?

My problem? Yeah.

You got the problem, kid. You got a ticker problem.

What's the matter? You got nothing left inside?

'Cause you're training like a damn bum, you know that?

Bum? A bum.

Maybe you're right. Maybe I ain't got it no more.

All right. Then don't you waste my time no more. You hear that?

Go away! Go back to the docks where you belong.

You go back to being a two-bit nothing!

But don't you ever come back here again, because I'm too old to waste my time

trying to train a no-good loser like you, you bum!

Hey, Rock, they want you across the street.

What's the matter? Your wife's sick.

Mr. Balboa? I'm Dr. Cooper.

The baby is fine, even though it's a month premature.

What is it? It's a boy.

Holy smoke. I didn't know she could do it.

Yeah, well, how is Adrian? Where is Adrian?

She's had complications.

Like what?

Your wife was hemorrhaging when she was brought in.

The premature delivery was most likely caused by straining or overwork,

and the sudden loss of blood has caused her to slip into a coma.

Adrian, it's me.

They said outside you're very sick, but I...

I don't want to believe that.

Maybe you're just tired, you know.

Don't worry about nothing. You just sleep as long as you want, okay?

And I'm gonna be here when you wake up.

Rocky, come on. You're not doing any good here.

No, I can't...

Let's go see the kid. Adrian would want it.

No. We gotta see him together.

It's okay. We gotta see him together.

Mr. Balboa, visiting hours are over.

Can't I stay? I'll be quiet.

I'm sorry. Hospital rules.

I can't do any more of this watching stuff.

Do you have a chapel?

Yes, we do.

Good night.

Rock,

it's 3:00 in the morning.

You know that I went up to your house.

They told me you was here.

It's 3:00 a.m., kid.

That Adrian, she's a good girl.

Me, you know, I'm sorry for both of you.

Well, ain't nothing I can do, is there? Except...

I'd like to tell you something once, and then I ain't gonna say it again.

Well, Rocky, you got another shot.

It's a second shot at the...

I don't know, the biggest title in the world.

And you're gonna be swapping punches

with the most dangerous fighter in the world.

And just in case, you know, your brain ain't working so good,

all this happens pretty soon. And you ain't ready.

You're nowhere near in shape.

So, I say, you know, for God's sake,

why don't you stand up and fight this guy hard, like you done before?

That was beautiful!

But don't lay down in front of him like this!

Like a... I don't know, like some kind of mongrel or something.

'Cause he's gonna kick your face in pieces.

You know that? That's right. This guy just don't want to win, you know.

He wants to bury you. He wants to humiliate you.

He wants to prove to the whole world

that it was nothing but some kind of a freak the first time out.

He said you're a one-time lucky bum.

Well, now, I don't...

I don't want to get mad in a biblical place like this,

but I think you're a hell of a lot more than that, kid. A hell of a lot.

But, now, wait a minute. If you want to blow it...

If you want to blow this thing, damn it, I'm gonna blow it with you.

Do you want to stay here? I'll stay with you. I'll stay with you.

Yeah.

I'll stay and pray. What have I got to lose?

It's gonna be okay.

"There ain't no other trail to the ranch, or no shorter one.

"'Oh, yes, there is,' said Marvel.

"'When I was a kid, I helped my old man

"'trail some cattle up from the border."'

Can you hear me, Adrian? Keep listening. Keep listening.

"After breakfast, Bruce watched the party get away on the chase.

"He saw Cora and Kay and Bud

"start up the valley 15 minutes ahead of the others.

"At the last minute, the girl..."

"Replied Olga, 'Buck Mason? Who is he?'

"White pointed towards Marvel, who was leading the horses to the corral."

Well, I just wrote this thing for you, Adrian.

I don't know. Maybe you'll like it. I'll just read it to you, 'cause...

"Remember when we was on ice skates,

"and I thought you were supposed to be great,

"but I kept giving you lip and you kept trying to slip,

"so I could catch you?

"That was our first date. And after that every day was great.

"So now I want you to know that wherever you go,

"Atlantic City or in the snow, don't worry about a thing.

"'Cause as long as I got this ring, I'll always be there to catch you."

I knew you'd come back.

Thank you, God.

Anybody want a refill? Adrian, it costs six bucks a bottle.

I don't need that. I ain't drinking now.

So, you haven't seen the baby?

No, come on. I was waiting to... I've seen him.

...see him together.

Hey, the kid's a winner. He's got forearms like him, Mickey.

Here he is now. Look.

Oh, no.

There's your mommy.

Oh, baby!

Is that it?

I can't believe it. He's ours?

Yeah.

He's really ours? Thank you.

Come on. You done all the work. Adrian, I can't believe you done this.

Believe me, we did.

Oh, no. He ain't got a name.

What do you want to call him?

Paulie's a great name.

Yeah, Paulie's a pretty good name.

What about after the father?

Rocky, Jr?

Come on. You really want to do that?

Yes.

Adrian, he's the best I ever seen. You really done good.

You look so tired. Why don't you go get some sleep?

Oh, no, no. I feel great. I feel great. Listen, I been thinking.

If you don't want me mixing with Creed no more,

we'll make out some other kind of way, you know.

There's one thing I want you to do for me.

What? Come here.

What?

Win.

Win.

What are we waiting for? Take us!

Faster! Faster!

Keep moving! Keep moving! Faster.

Pick them up! Pick them up!

That's it. That's it. Yeah.

Speed! Speed!

Come on! Come on!

Don't be a slouch.

Fifty-eight, 59...

One more! Come on, man!

Push. Push.

Forty-four, 45, 46. Yeah!

Forty-seven, 48, 49, 50!

Again! Again! Now get that out of here!

Come on! Push! Don't give up!

Get that olive oil out of you!

Push!

Twenty-seven, 28...

Forty-one, 42, 43...

Forty-six, 47...

Push! Push! Again!

Left! Right!

Yeah! Yeah!

Speed!

Speed! Speed! Speed!

Good night.

Hey, Rocky!

Hey, Rocky!

Rocky, you gotta put him down this time!

Come on, come on!

I'm up!

Rocky! Rocky!

Good evening, ladies and gentlemen, this is Bill Baldwin speaking to you

from the magnificent Spectrum here in Philadelphia,

the site of Superfight II,

with Rocky Balboa, the challenger,

and of course Apollo Creed, the world champion.

My sidekick and partner again tonight, Stu Nahan.

Thank you, Bill, and for those of you who are watching tonight's telecast,

we think you're gonna see a real great battle in every sense of the word.

Don't worry about nothing. It's okay.

I gotta go.

Adrian, I wish the doctor would let you go to this fight.

Me, too.

You're the man. You're number one. The champ. The best of all time.

The girls love you. Men, old people love you.

Young people love you. You're the best. You're the man.

And he's yours. He's yours. He's yours.

This bum shouldn't even be in the same ring with you.

I want you to show him who you are tonight.

Show him who you are tonight. Stick him.

Go, Rocky, go!

Now, listen, Paulie, you're gonna help out with the baby tonight, right?

I'll take care of everything.

Okay, you just take care of everything now because you're in charge.

I'll take care of the dumb house. You're gonna be late for your own fight.

Everything's gonna be fine.

Well, maybe I'd better go fight now.

I love you.

I love you, too.

Punch his lungs out.

Adrian, I wish you could go.

The doctor said no.

I got the doctor's instructions.

Take care. Good luck.

The champion has let it be known to the press and radio

that he is in the best shape of his illustrious career.

And Rocky Balboa, I know, is a 5-to-1 underdog.

I know he's still a street brawler from Philadelphia.

But can he repeat that incredible performance of 10 months ago?

And, you know, he took a real beating at the hands of the champion.

Carmine!

Hey, yo, Father Carmine! Father Carmine!

Hey, Father Carmine, are you home?

Father Carmine! Hey, yo, Father Carmine!

It's me, Rocky Balboa.

Rocky? Yeah.

Oh, yeah, I'm going to the fight right now,

but I was wondering if you could do me a small favor, you know.

Well, it's about the fight, you know?

Now I got the family and the baby and all that stuff.

And I was wondering, you know, if you could throw down a blessing,

so that if I get beat up tonight, you know, it won't be too bad, you know?

Could you do something like that?

Thanks a lot, Father. Listen, I appreciate it. I gotta go. I'm so late.

I'll see you in church, I hope. Take care.

Hey, Rock.

Good luck, son.

Yo, Mick! Run, or I'll break your head!

Where you been? You lost your brain or something?

We got a fight, remember that?

I'm sorry. I'm here.

Get dressed, will you? There's a million people...

Stu, there are many rumors circulating about this fight.

Well, the most obvious being a definite desire for Apollo to draw first blood,

to end it quickly.

This would prove his claim that the last fight was a fluke.

Come on, lightning hands! Hurricane! Hurricane!

Get him. Get him. I'm gonna get him.

Gonna get him. Gonna get him. He's ours! He's ours!

Gonna get him. He's ours! He's ours!

It's time, kid.

Okay, let's do it.

All right, I'm ready.

You know, I think I'm starting to get a headache here.

No, you are in perfect working condition.

You are perfect. Yeah, you look good, too.

Yeah, thanks. And you look perfect. Perfect.

Hey, Mick. Hey, Mick. Yeah. Yeah.

In case I don't get a chance,

I just want to say I'm gonna be trying hard for you today, okay?

Thank you.

Ain't this robe nice?

It's better than last year, that's for sure.

Remember that baggy one last year?

This is gorgeous. It's perfect.

Yeah, it's real cute. I like it.

Yeah. Okay.

Yes, Rocky Balboa heading toward the ring now.

Yes, sir. Rocky Balboa, known to millions as the Italian Stallion,

making his way to the ring. Why this fighter of limited ability

has gained such popularity is such a mystery.

Rocky Balboa, and the folks here at the Spectrum

are beginning to chant his name.

He has an awful lot of backers here.

Balboa is wearing a black and gold robe.

He wore a red one the last time from that meat-packing plant.

Some said that was from the high school that he never graduated from.

31 years of age.

There he is over shaking hands with the referee, Lou Filippo.

And we're waiting now for the champion to come into the ring.

Rocky! Rocky!

Rocky! Rocky!

This area is certainly packed with Rocky's people.

I've never seen so many Italians in one place in my life!

Hey, hey. You said that. I didn't say that.

Rocky! Rocky! Rocky! Rocky!

These people are for you, Rock! I appreciate it.

Are you ready in here?

I think so.

Yeah, well, tonight's our night, kid.

By the sound of the crowd, the champion is just now coming into the Spectrum.

And the champion, Apollo Creed.

And he looks a little more determined this time than he did the last time.

It's Apollo. Who'd you expect?

I was hoping he wouldn't show.

The champ of all time!

Now the champion is climbing into the ring.

Very determined-looking. Very serious right now.

Rocky doesn't look as confident as he might.

Apollo Creed, the master of disaster, the best of all time!

You're going down, man. You're going down.

Don't let it bother you, kid.

Would it bother you?

Yeah.

Good evening, ladies and gentlemen,

and welcome to the Philadelphia Spectrum!

This is your main event of the evening,

15 rounds for the heavyweight championship of the world!

In the black corner, the challenger, weighing 202 pounds,

from the great fighting city of Philadelphia,

the Italian Stallion, Rocky Balboa!

And in the red corner, weighing 220 pounds,

a champion who needs no introduction anywhere in the civilized world,

the true master of disaster,

the undefeated heavyweight champion of the world,

the one, the only, Apollo Creed!

Referee Lou Filippo will give the instructions.

Okay, boys, I'm gonna give you the instructions now,

and I expect you to follow them.

Watch your low punches and watch your kidney punches.

Watch your rabbit punches.

In case of a knockdown, you go to the corner I tell you to

and stay there until I tell you to come out, understand?

Okay, boys. Let's have a good fight.

You're going down.

You can do it, Rocky!

Good luck to you.

He's still upset.

Who cares? Now, listen, protect that eye.

And no matter what happens, don't go back to fighting southpaw till I tell you.

Now, you get him. Okay.

Good luck.

Now he's gonna try to kill you quick.

If you get through this first round, then he's ours.

Okay. Show him who you are.

As Rocky Balboa prays in his corner, the champion dancing over in his corner,

we're just seconds away from the fight of the century, Superfight II.

And there's the bell.

And the champion comes over in a hurry now,

and throws a couple of rights and lefts out there.

He starts to take command early here.

And now, he kind of moves his feet along the side of the ring now.

Rocky's holding that right hand. He's fighting right-handed!

I don't believe it. The southpaw from Philly is fighting right-handed!

Rocky! Rocky!

Break that damn jab! Protect that eye!

Is that all you got? Is that all you got?

Break it up there.

You ain't got nothing.

Break it up.

You ready to lay down?

A good right hand followed by another right and another right

thrown by the champion.

Three good right hands bang at Balboa.

They're in the corner, and there's left to right.

Here comes Balboa coming back at him.

A left and a right to the head, and now back off of the ropes.

Balboa appears to be getting hit often,

but he seems to be in pretty good condition.

A hard right hand thrown by the champion. Another right.

Balboa is in trouble now. He's in trouble.

Taking rights and lefts as the champion begins to open up.

It was a tremendous right hand. Balboa is down!

Down goes Balboa!

Get back.

We see Apollo hit that bad left eye, remember, from the first fight.

That's the eye that was cut the last time. Balboa getting up rather unsteadily.

Go get him!

Go after him, kid! Go after him!

Yeah.

And the champion starts to move in again. Going right, left.

He's taking those punches pretty well. And now Balboa just comes right back!

Tossed the ref right into the ring post.

Coming out now, he wants at him.

Balboa's tagged. Left, left, and right combinations by the champion.

Another left. He's leaning back, but there's the bell!

There's the end of the round.

There's a lot of bad blood between these two.

Good round. Good round.

I can't believe it. What?

He broke my nose again.

Balboa has gotta be in great shape to withstand that butchery.

Man, I'll tell you, that's just what it is. It's plain old butchery.

Did the switching bother you? Nothing bothered me.

All right, but then you should have had him.

You can't be hurt.

You follow? You can't be hurt, 'cause you are too tough.

Now don't let up on this man. This man is dangerous.

This man is dangerous? I'm dangerous.

The man is dangerous.

That guy is great.

No. Listen, he's only a man.

You can beat him because you're a tank.

You're a greasy, fast, 200-pound Italian tank.

Go through him! Run over him!

I'm a tank. I'm gonna get him.

This is it, man! The best of all time!

Here we go. Round two.

Round two. The champion comes back out. He's leaning across again.

Starting with a left and a left and a left.

Left to the chin, left to the head. Left to the chin, left to the head.

Coming around now. Just holding that right hand.

He's got it cocked.

He's just waiting for that precise moment that he wants to...

There it is! He unloaded that, but here comes Balboa!

You can't hurt me. He can't hurt me! No way!

Break it up. Break it up.

Break it up. Break clean.

Come on, come on.

You're too slow! Man, you're too slow!

Get your cameras ready. Watch this now. Watch this. He's going down.

Here it comes!

Down he goes!

Rocky!

Get up, Rock! Get up!

Balboa for the second time is down, struggling to get up.

Don't get up. Just stay down there. Just stay down there, chump!

I told you!

Beautiful!

Six, seven, eight...

Protect that eye, kid! Get at it!

The body, the body, the body! You're a tank, kid!

Let's go, Rock. Yeah.

I told you! I told you!

And here comes the champion...

One, two, now. One, two.

Here it is. A left and a right and he's got him back in the corner!

Balboa's back in the corner!

But here comes Balboa again! Where does he get that stamina?

He's got the champion trapped in the corner.

And he's breaking left and right, left...

Rocky! Rocky!

Keep it up! Keep it up!

I'm standing here.

A great second round. And they're taunting each other.

The bell, the round is over, but they're taunting each other.

Everybody in the audience better get ready for World War III.

I ain't going down no more.

Attaboy! Go get him!

Come on, kid!

Come on, break it up!

And the champion again

with a combination of lefts and rights to the head.

That was another round for Creed.

Creed keeps piling up the points, but...

Get him, Rock.

Hit him! Just hit him!

Another round for Apollo Creed.

Here comes Balboa again into the corner.

Lefts and rights to the midsection, and those hurt.

Pound the body!

He's won another round.

He now begins to taunt Balboa again.

Come on!

I'm gonna give that round to Balboa.

You wonder what's on Apollo Creed's mind right now.

He's lost his first round.

Go for it, Rock!

Balboa is on his way.

Hands up! Hands up! Now, just stick and move!

This man is breaking you up inside! Now, stick and move!

Keep your hands up!

Lightning! Thunder!

Hit him back!

I thought he took a beating 10 months ago, Stu, but tonight it's twice as bad!

Another round for the champion, Apollo Creed.

The left eye is closed. Now bust him, understand?

Keep working on him.

Stay away from him.

Don't let him breathe! Get him!

Balboa's taking another beating in the corner.

Another round for the champion.

Now come on! You got him beat on points.

You understand? Now, stick and move!

Don't go for the knockout!

He's gonna fall. He's gonna fall.

Don't go for the knockout, you understand! Now he's breaking you up inside!

How's that eye now? It works.

You can't do much more with that, can you?

I know what I'm doing.

Hey, Rock. You get in trouble one more time, I'm gonna...

Please don't stop nothing!

Now, listen, let me stop it.

Listen, you're getting killed out there, kid!

It's my life.

Apollo well ahead. All he has to do is stay away and he retains the title.

Just stick and move. It ain't gonna be like last time.

It ain't gonna be like last time.

Now you got three minutes.

Switch now to southpaw anyway, will you?

No tricks. I ain't switching.

Yeah, but you're fading out.

I don't need no tricks.

All right, all right.

I ain't switching.

You gotta plan. You gotta switch, kid.

He's ready. Believe me.

Apollo, don't go for the knockout. You got him burned!

They come to the center of the ring

for the start of the 15th and final round.

You're going down.

No. No way.

Here we go.

Let's see what Creed does here now.

Creed has started to move in on Balboa. He's going for the knockout.

The champion comes out jabbing with that left hand.

He's taking that left hand out.

The champion is beating Balboa...

Now! Now!

Balboa just nearly floored the champ!

A leaping hook caught the exhausted champ off guard!

Creed doesn't know where he is! It's blind instinct!

Balboa is staggering from exhaustion.

Balboa throws a right to the head of the champion.

Another right, and a left to the head. He's got him into the corner.

Stay away from him!

He's got this thing won if he stays away, but now it is Creed coming back.

Creed with a left hand.

Go for it!

What's keeping these two guys up? A tremendous boxing moment.

Now!

Here comes Balboa, but the champion's back with another left.

Get away from him!

A right hand! A right hand! It's Creed! Now it's Balboa! Now it's Creed!

Now a tremendous left by...

They're standing dead in the center of the ring, toe to toe.

I don't know why the champion is fighting Balboa's fight.

Go, Rocky! Go for it!

A tremendous left to the head. A left. A left.

One!

Two!

Creed will retain the title!

If neither gets up, it's a draw, and Creed will win the title automatically!

Four!

Get up, man!

Get on your feet!

Five!

Balboa reaches for another!

Get up, Rock! Get up!

Six!

He's trying and trying to beat the count!

Now the champ is trying to get up!

Seven!

Get up, Rocky!

Eight!

Get up!

Nine!

The champ is trying... And he's down!

Ten!

Out!

He made it! Rocky Balboa has shocked the world!

He is the new heavyweight champion of the world!

Ladies and gentlemen,

in a stunning upset, scoring a win by knockout,

the new heavyweight champion of the world...

Yo, Creed.

Rocky Balboa!

Good luck.

Excuse me. Excuse me.

I can't believe this has happened. I can't...

And I just want to say thanks to Apollo, for fighting me, Apollo.

I want to thank Mickey for training me.

We love you, Rock!

Yeah, and I love youse, too.

Most of all I want to thank God.

Except for my kid being born,

this is the greatest night in the history of my life.

I just want to say one thing to my wife who's home.

Yo, Adrian! I did it!

I love you. I love you.

Rocky! Rocky!

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