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Ladies and gentlemen...

We're in Moscow in the Soviet Union.

This promises to be the most watched
event in boxing history.

I must break you.

- Throw your right!
- He won't let him out of that corner.

Rocky!

Rocky Balboa is in serious trouble.

He's gettin' killed out there.

Drago continuing
to punish Rocky Balboa.

- No pain.
- No pain.

Rocky's been hit with bombs.

Rocky's hurt.

A right hand from Drago sends
Rocky Balboa 15 feet across the ring.

Come on. Get up!

It's been a one-sided fight so far.

And Drago throws a hard right hand
that stuns Rocky Balboa.

They might have to stop this one
before somebody gets killed.

Rocky taking punishment.
He is completely exhausted.

And Balboa goes down again
from a right hand.

Punch after punch. Amazing willpower!

Rocky Balboa has taken
Ivan Drago's best punches so far.

He's cut and he's bleeding.

- All right, what's happenin' out there?
- I see three of 'em.

- Hit the one in the middle.
- Right! Hit the one in the middle.

- The Russian's cut.
- Hit him!

To the ground like a wrestler. It's a
gutter war. No holds barred in Moscow.

All your strength.
All your power! Everything you've got!

Now, this is your whole life here!

And a big right hand by Rocky Balboa.

Rocky Balboa has done the impossible.

Oh, man, I never saw nothing like it.
Came through like the champ you are.

Did yourself and everybody proud.

Especially Apollo!

- Yo, Tony.
- Yeah, what is it? What do you need?

Get Adrian.

How's everybody doin' out there?

Everything's OK.

What's wrong?

- What's wrong?
- Remember when Mick said

when he was fighting sometimes,

he'd fight so hard that he was thinking
that he broke something inside?

He was gonna die?

And that's what he said, that's when
the angels was pulling on him.

Rocky, you're scaring me.
I don't know what's wrong.

- I can't...
- Can't what?

I can't stop my hands from shaking.

- I ain't never felt this thing.
- You better see a doctor.

No. I just wanna go home.

No. You can see a doctor.

I'm just tired.

I just wanna go home, Mick.

- I'm just tired. I just...
- OK.

- I just wanna go home, OK?
- OK.

- Adrian, where's the kid?
- I don't know.

I don't see the kid.
Where's the kid? Ain't he here?

- Dad!
- There he is!

Hey, slugger! How you doin'?

- Say hi to your mom.
- Hi, Mom.

- I'm forgotten now?
- Hi, Uncle Paulie.

- Dad, how do you feel?
- A few new dents. How's school?

I made the honour roll.

Hi. Airport Security. Welcome home.
There's a press reception inside.

Rocky, how did you feel
about the Russian people?

You know, very good.
They was great people.

I didn't understand what they said
all the time, but I knew what they meant.

Mrs Balboa, did you learn any Russian?

- Did I learn Russian?
- Yeah, she got fluent in vodka.

Rocky, there are rumours
of physical complications.

- Complications?
- No, those were rumours.

He's in perfect physical condition.

Rocky, the American Medical Association
has recommended that boxing be banned.

- Yeah.
- Do you agree with the doctors?

Yeah, absolutely.
I think that doctors should never fight.

That was a beautiful answer, champ.

Doctors should stay out of the ring.
Doctors should never fight.

Rocky Balboa,
the funniest champion ever.

America's own Rocky Balboa!
How are ya?

George Washington Duke,
promoter extraordinaire,

welcomes Rocky Balboa, champion
of all the Americas and all of the Russias.

I would like to digress
from the questions a bit

and pose a proposition to the media.

Everyone in this city and in the
world of sports knows my reputation

for promoting some of the finest
extravaganzas in this country.

Well now, with the press present,
I'd like to ask you, Rocky Balboa,

to be the flamboyant, rambunctious
sportsman we know you can be.

Give this man, Union Cane,
a chance to challenge you

for the heavyweight championship.

Balboa, I want the opportunity
to take what you got.

Isn't it bad timing to challenge, Duke?
The man just got off the plane.

Timing is the essence of life,
gentlemen and ladies.

Now what I have on this paper
is the largest guarantee

ever offered to a champion on this planet.

I'm talking about a fantastic international
extravaganza, to be held in Japan,

called Lettin' It Go In Tokyo.

It's incredible. Only in America do people
like us rise from oppression and poverty

to join hands in this international event.

- Excuse me.
- Only in America!

Excuse me. My husband is retired.

He has nothing more to prove.

Wait a minute! Hey, Rocky...

Don't you consider this a public
responsibility to respond now?

- Respond to the people.
- Isn't this about professionalism?

- To talk about it now, not later.
- Do you mind if I heal first?

- You got nothin' like what I got for you.
- What the hell does this all mean?

- That isn't enough. We gotta know now.
- Gotta think about that. So anyway,

I wanna tell everybody that
the flight over was really nice.

- Come on, guys. We need more.
- Adrian, if you weren't with me,

I never woulda done as good.
You're always there.

And my kid, having you is
like being born all over again.

Come on. Are you gonna retire or not?

- Anyway, excuse me. I'd like to go home.
- Give us something to write.

- Thanks very much. I appreciate it.
- No!

Don't worry. We'll get him.

No, really. It's great.

Look at this place! I swear I ain't never
leavin' this place again, you know that?

Hey, would you like to dance? How about
a homecoming dance for your old man?

- No, don't be silly. It's cold.
- I'll warm you up, young lady.

Have a dance. Hurry up.
The music's almost over.

- Do you like the song?
- You should rest.

- Yeah, I know.
- I'm tired. Come on.

Maybe I'll take you upstairs and
violate you like a parkin' meter.

- Cost you a quarter.
- Yo, Adrian!

Where'd you learn to talk dirty like that?

Uncle Paulie,
you notice something strange about Dad?

He just took a few hard shots.

I think you tell
better jokes than me, Adrian.

Did I hear somebody
call for their old man? Did you do this?

Sleep time, kid, OK?

Dad, did you know your bones
grow three times as fast at night?

No, I didn't, but I heard
somethin' like that. Is that me?

- Oh yeah, that's you.
- Excellent!

- Is that me? When we was fishin', right?
- Yeah.

That's beautiful! Look at the tent.

You know,
the fish was a lot bigger, if I recall.

Actually, that was a lot smaller.

Anyway, come on. Hit the bed.
It's time for you to get healthy.

This is great.
I don't know where you learned this.

It is something how this thing
comes out of your fingers and...

Oh my God.

Who's this?

It's Madame Dupont, my French teacher.

Really?

Yeah. She looks French, sure.

I wouldn't show this to your mother, cos
she don't understand French too good.

God. Better cover that one up.

Well, champ, it's bedtime.

Hey, you know what?
I know some French talk.

- Knock, knock.
- Who's there?

- Madame.
- Madame who?

- Ma damn foot's caught in the door!
- That's an old joke.

What do you want from me? I'm trying.

I don't know all the good things,
you know?

- What's this?
- What?

Look what I found in your ear.
Russian money. Money ears!

All right. Anyway, listen.
You gotta get some sleep.

Dad? Today, when you said
having me was like being born again...

- Yeah?
- What did you mean?

Well, you know, you come up like I did

and you got, like, three square meals
of zero a day, know what I mean?

You got the A-side of life and the B-side.

I'm on the B-side, but you...
you got all the breaks.

So when I see you having
all these things that I didn't have,

I, like, live through your eyes.

I enjoy it a little bit.
It's like having it all over again.

That's nice.

Hey, look in my face.
Do I look like a raccoon?

- A little bit.
- Like Rocky Raccoon?

- Yeah, a little bit.
- Nah!

- Yeah, you do a little.
- Really?

Hey, if you think I look bad,
you oughta see the other guy's knuckles.

Anyway, yo. Good night.

- OK, kid?
- Night.

- Dad?
- Yo?

- Glad you're home.
- Thanks. I appreciate it.

We'll play tomorrow, OK? Maybe
you can show me your English teacher.

- She's pretty hot, too.
- Nah!

Good night, kid.

You deserve the worst for what you did.

- That was Rocky's money.
- You wanna be hysterical?

- You cost us everything.
- It was a mistake.

You think I thought
this was gonna happen?

Don't you walk away from me.
You just gave up our life!

And you think it's some stupid thing?

Paulie, do you know what you did?
Do you know how serious it is?

I understand it!
I understand the whole freakin' thing!

I understand it.
Your accountant's a crook, not me!

I did what I thought was right.
Don't blame me.

I want to murder the bum
worse than anybody.

Adrian, what's wrong?

Look what you done now.
She's dumpin' it all on me.

- Come on, don't turn this around on me.
- What did you do?

He gave power of attorney
to our accountant.

I just didn't gave anything to nobody.

He sent a letter. He says
"We'll be in Russia a couple of months

and I need Rocky to sign a tax extension."

That extension was
a power of attorney, Paulie!

He's the thief! I need alcohol.

Rocky, on my eyes,
I never stole a freakin' dime.

Adrian, what's happenin' here?

- It's gone.
- What's gone?

The money. The money.
Everything. It's all gone.

The piece of paper Paulie had you sign
wasn't a request for a tax extension.

It was a blanket power of attorney
in favour of the accountant,

who was involved in
some high-priced real estate.

He thought he could have your money
back before you knew it was gone.

Unfortunately for you
and everybody in this room,

his deals fell through because the
market dried up. And you lost millions.

- Ain't there nothin' I can do?
- I've filed eight criminal acts against him.

But you've got debt payment
on this property,

he didn't pay your tax returns and your
mortgage hasn't been paid in months.

We didn't have a mortgage.
Our house was fully paid for.

- Don't take it from me. Ask him.
- There's nearly $400,000 outstanding.

The only thing that is not encumbered
is a gym, willed to your son

by a Mickey Goldmill in 1982.

You can sell things.
Remember those commercials you did?

I ain't no commercial kinda guy.
I'm a fighter. That's what I do.

No, we couldn't get sponsors.
With the investigation of the accountant,

out pops a criminal record
of Rocky's for assault.

But that was a long time ago.
He didn't know...

Why not a couple more fights? With
your popularity, you'd be out in no time.

- He's retiring.
- Rocko, fighting's the ticket.

I said he's retired!
Paulie, we're here because of you.

I'm not taking the heat for all this.
I thought I was doing smart business.

- You thought you did smart business?
- Hey! The accountant was your choice.

You shoulda known he was a thief, but in
your fairy-tale world the air don't move.

- You're like a season that don't change.
- Hey, enough.

I'm not no tomato can you kick around.

You call Duke. Tell him I'll fight Cane.
I don't care. Anywhere, any time.

- No. Rocky, no!
- If that's what you want, I'll get on it.

- Rocky, please.
- A couple of fights, we're outta trouble.

- Yeah, but you said...
- No, I didn't say anything.

- Did we come this far to lose it?
- You have to see a doctor.

- I don't need a doctor. I need a promoter.
- If the doctor says OK, I'll support you.

I gotta fight, OK?
I got problems. I gotta fight.

Will you do it for me?

All right. For you.

Because of continuous
violent blows to the head,

you have a condition particular to boxers
called cavum septum pellucidum,

which is a hole in the membrane
separating the ventricles.

The brain surface neurons in this area
have also been traumatised.

Simply stated, Mr Balboa, it means that
you have suffered damage to the brain.

How long until he recovers?

The effects are irreversible.

Rocky, you have to retire.

I don't wanna retire. This ain't the time
to retire. Not in here, not in no office.

I just fought the best fight of my life.
I just did that, you know?

- And all I need is a couple more.
- No. You suffered severe brain trauma.

He could be wrong.
Anybody could be wrong.

He ain't God.
Adrian, only God ain't wrong.

- Rocky, this is what's good for you.
- I only need a couple of easy ones.

Not the way it is. You can't get licensed
in any State. He can't, can he, Doctor?

- That is correct.
- Rocky, do you love me?

- Yeah, I love you. Why do you ask that?
- Because if you love somebody,

you live with them, you live for them.
You don't gamble with a life.

Rocky, I don't care
about the money. It's you.

That's all that matters.

Please. We'll be OK. We'll be fine.

- No one has to know, Doctor, right?
- It'll be strictly confidential.

Thank you.

May we hear our next bid, please?

Are you done?

Sold.

Moving along, ladies and gentlemen.
Item number 46...

Hey, kid. Bike's been sold.

Hey, bike's been sold.
Get off the bike. Come on.

Don't worry about it.
We been down before.

I'll get it all back. We just gotta
stick together, hey? Home team.

Yeah, right.

Come on. You know, Mickey used to say
a fight ain't over till you heard the bell.

We ain't heard a bell yet, have we?

Rocky Balboa's boxing gloves
from his first fight...

Rocky?

Hey, it still fits.

Why are you wearin' those clothes?

I was just going through some stuff and I
found them. They feel kinda comfortable.

I was looking all over for you downstairs.
It's kind of depressing.

Yeah, I know what you mean.

What's this doin' in your ear?

- Oh, God!
- Remember these?

Yeah.

- I remember when you took 'em off.
- That's right. First time I ever kissed you.

Adrian, I wanna go out for a bit.
You know, just take a little walk.

I just wanna feel better.
But hey, could you talk to the kid?

- Cos he's really taking this hard.
- Sure.

- Where are you going?
- I thought I'd go to Andy's.

- He used to be a champion.
- How did he blow it all?

How you doing, Mick?

Slip the jab.

Slip the jab!

That's right. That's it.

- Hey, I didn't hear no bell!
- OK.

All right! That's right. Slip the jab.

That's it. Mentalise!
See that bum in front of you.

You see yourself doing right,
and you do right.

That's pretty. That's very pretty.

Time!

Come here, Rock.
My God, you're ready, ain't ya?

Apollo won't know what hit him.
You'll roll over him like a bulldozer.

An Italian bulldozer.

You know, kid, I know how you feel
about this fight that's comin' up.

Because I was young once, too.

I tell you somethin'.

Why, if you wasn't here,

I probably wouldn't be alive today.

The fact that you're here and doing
as well as you're doing gives me...

What do you call it?
A motivisation to stay alive.

Cos I think that people die sometimes
when they don't wanna live no more.

Nature's smarter than people think.

And nature is smarter than people think.
Little by little we lose our friends,

we lose everything and we keep
losing and losing, till we say:

"What the hell am I living around
here for? I got no reason to go on."

But with you, kid...

Boy, I got a reason to go on.

And I'm gonna stay alive.
And I will watch you make good.

- And I'll never leave you.
- I'll never leave you until that happens.

Cos when I leave you,
you'll not only know how to fight,

you'll be able to take care of yourself
outside the ring, too. Is that OK?

- It's OK.
- OK.

- I got a gift for you.
- Ah, Mickey.

- Wait a minute now.
- Really, I don't need nothin'.

Look at that. See that? This here's the
favourite thing that I have on this earth.

And Rocky Marciano give me that.

You know what it was? His cuff link.

And now I'm giving it to you.

And it's gonna be like...

Like an angel on your shoulder to you.

And if you ever get hurt and
you feel that you're goin' down,

this little angel
is gonna whisper in your ear.

He's gonna say
"Get up, you son of a bitch!"

"Cos Mickey loves you."

OK?

Thanks, Mick. I love you, too.

Jesus. Go after him, kid.

- Go after him.
- Thanks.

You was the angel.

- There it is.
- What happened to his other cuff link?

I don't know. He only give me one.

He gave it to some bum.

Careful. Don't worry about these.

All right, let's go, Paulie.

I really can't believe it.
This kid's taking this too good.

Hey, Rock, it's good I kept
the place, right? It saves money.

Get back.

Right? A little aluminum
on the front too. It's a winner!

Thank you.

Welcome back, Rocky. We missed ya!

It's only temporary, you know?

Come on inside.

- Hello?
- Mrs Balboa?

- George Washington Duke here.
- Yes?

Mrs Balboa, can you hear it?
Listen close. You must be able to hear it.

- Hear what?
- The sound of the parade going by,

of opportunity knocking.

What'll take to get you to realise

I'm givin' you a chance
to pull yourselves together?

Let me handle your husband's career
and you can live like human beings again.

Listen, Mr Duke, we're living like human
beings. You oughta try it some time.

And leave my husband alone.

Women!

When'd you start that?

I don't know. It's like a bad habit
that comes back. But, hey!

We ain't talkin' about me.
We're talkin' about you.

Hey, Rocky, how you doin', man?

- Good to see you back.
- Thanks. Great to be back.

You're smart in school,
but you gotta be smart on the street, too.

- How do you mean?
- You gotta know who the players are

- and who you're talkin' to.
- Watch out for scams. Everyone scams.

- What's a scam?
- Ask your father.

- A scam is like a hustle.
- He don't get it.

- Well, a hustle's related to...
- Rocky!

- Remember me? I'm Bubba's mother.
- Oh, yeah.

- You used his head for a punchin' bag.
- Yeah, he had a nice head.

- Anyway, a hustle's related to a con.
- He don't get it.

A deception?
You're saying beware of deceptions.

Yeah, that's good. Absolutely.
You're very smart, you know?

Ain't this where
the Atomic Hoagy shop used to be?

I'm new here, Dad.

- This neighbourhood's got tooth decay.
- It's called urban blight.

I'll tell you somethin',
this place is blightin' everywhere.

A little aluminum siding and paint, this
place could be OK. What do you think?

Anyway, we're late for school.
Paulie, I wanna talk to the kid private like.

- Like I got no feelings.
- Oh, come on.

- That's how wars start.
- Relax, would you?

- So anyway, everybody's got an angle.
- Tough break, Rock.

Everybody's got a hustle. These kids have
got street brains. That's how they live.

These kids ain't like no personalities
that you've grown up with.

- So you gotta stay very sharp round here.
- I intend to.

Intend! You know, sometimes
you make me feel very stupid.

- Why?
- Why? Cos you're smarter than me.

- No, I'm not.
- Yeah, you are.

It's like every day you learn somethin'
new and I forget somethin' new.

But hey, listen.
We're in this thing together.

If you can figure out how to fix
things up, don't be afraid to tell me.

We gotta stick together, cos what are we?

- What?
- What are we?

- Oh, home team.
- Home team! You've got that right.

I used to go to this school when I was
a kid. Nice bricks. It was real tough then.

But I think you can handle it,
don't you think?

If you went here, I can go here.

I'm not scared really.

Really?

Well, I guess I'm a little scared.

- But that's normal, don't you think?
- Oh, yeah. I had 72 fights...

...and every one of 'em I was scared, so
yeah, you know, that's real, real normal.

- I'll see you later.
- OK, kid. Here's the front door.

Hey, wait. What's this?

Goodness gracious.
Where'd this come from?

It's a strange place to stash
your lunch money.

It's just a lunch joke, you know?

- Thanks, Dad.
- OK, then, I'll see you later.

Remember, Daddy loves you.
You're number one. Home team.

Just be nice, right? You'll be OK.

And don't mess with nobody's girlfriend.
They don't like that around here.

You know, I'm really
worried about the kid.

He ain't used to livin' like this.
He don't know the streets.

At school, I know what's gonna happen.

Some wise guy's gonna come up to him
cos he's my kid and try to bang him out.

Give him a cheap shot, you know?
I mean, jeez...

- Mr Balboa, my name's Tommy Gunn.
- Yeah? How you doin'?

With that name, you better be tough.

It ain't easy. Anyway, I'm from Oklahoma.
My amateur record is 45 to one.

- I turned pro at 18 and I had eight fights.
- You're a fighter?

And now that I'm 20,
I'd just like to show you what I got.

- I've saved up about 400 bucks...
- Mr Rocky Balboa!

Excuse me, I have some business here.
Good to see you again, friend.

- How you doin'?
- My health is fine. What more can I ask?

- Listen, I gotta go to work now.
- What, here? In a sweatbox?

- Can't be good for the image.
- Urban light. What can you do?

What'd you say? It's blight. Urban blight.

George wants you to consider wearing
gloves again. It's a helluva payday.

- I'm officially expired.
- You have marquee value.

You put asses into seats. A businessman
don't retire if he can still pull in the bread.

- Only America gives these opportunities.
- Union Cane's going for the title.

Here's some tickets.
We've a strong feeling about this.

- If he takes it, that's the time to challenge.
- People love comebacks.

There's nothing more commercial
than a long-shot comeback

of a down-on-his-luck underdog.

As Mark Twain said: "Virtue has
never been as respectable as money."

- Who's Twain?
- A painter.

You're the Great White Hope.

You mean Great White Dope. No, forget it.

Hold the bullshit. I know the problem.
You think I was born yesterday?

Merlin, show him the paper. This is your
medical report. We can work around it.

- Where'd you get this?
- It doesn't matter.

If you fight Cane, George can
guarantee to get you a license.

- Guaranteed.
- You can do this?

- No problem.
- This comeback's in the bag.

- The time's hot. The deal's hot. Caliente!
- We could use one more payday.

- Adrian, where'd you come from?
- Mrs Balboa just appeared! She's magic.

I don't think you're funny.
Are you talking him into fighting?

Talking business, darlin'.
Do you like feelin' hard up?

Do you like reachin' in your pocket
and only feelin' your leg? I didn't think so.

I'm offering you the opportunity
to dump this loser image.

- Who are you talking to?
- You ain't workin' across...

What the hell are you talkin' about?
This is a tremendous opportunity.

Opportunity for who? For you to
make money? For him to be disabled?

What would you do
if the choices were reversed?

You have to think about that.

Rocky, they don't care about you.

Let's get serious. You represent
the dreams of the long shots.

The little people identify with you.
That is the key to public success.

You a true champion, a true product of
the people. Sell it while they'll still buy.

That ain't gonna last forever.
You say you a fighter, then fight!

And I'll make you so much money you
can swim in it. You can swim, can't you?

Whaddaya say?
Put some hustle behind this muscle.

He's done. He's done fighting!

You are a damn fool.

Maybe we oughta sign
Mrs Balboa to fight Cane, huh?

Looks like she's the one
with the cojones in the family.

You don't talk like that in front of my wife.

That ain't no park bench, boy.

- I'll get him.
- Rocky, I'm really sorry. I didn't wanna...

You guys want privacy? I'll be upstairs.

Rocky.

Rocky, I'm sorry. I...

But it just takes one bad hit
and you could be an invalid.

I feel like an invalid already. Why'd you
come back? You're too smart for this.

I got nothing to do. I called Gloria.

- She said she could use part-time help.
- But why do you wanna do this?

Why go back to where you started?
I gotta do it, but you don't gotta do it!

I wanted to be there
so I could be close to you.

All right, yeah.
You know, it's gettin' cold out here.

Maybe we better get inside, OK?
I understand.

- Are you all right?
- What?

- Are you all right?
- Yeah, I'm all right. I'm fine.

Adrian, it's gettin' cold, OK?

Yo, Adrian! Did we ever leave this place?

I don't know.

Hey, mind if I talk to you now?

My head's a little busy right now.

You won't get him.
Balboa don't think straight.

- None of these bums do. I need an angle.
- I'll fight Balboa right now.

- I'm better than Balboa ever was.
- Hey!

I own the paper on you.
You will fight who I tell you,

where I tell you and how I tell you.
You got that?

Don't aggravate
the hand that feeds you, huh?

None of these bums think straight.

All I need is a hook.

Hey! Ain't you Rocky's kid?

- Yeah! You Rocky's kid, right?
- Yeah. How're you doing?

I've seen your picture in the paper.

- You know what? Your old man's a punk.
- What?

- Get off me!
- What are you wearing my coat for?

- Just leave him alone!
- You wanna beatin' too?

- Gimme my coat! I'm not kiddin' around.
- No way.

Don't get sick now!

Hope you don't catch cold, rich boy.

Keep it high. Slip and slide. That's it.

This is the cup Rocky drinks out of
around the house. Ten bucks.

- How I know it's the real thing?
- Look at the lip marks.

- All right. Five bucks. No more.
- You got a deal.

- Excuse me.
- Tommy Gunn!

- Is there some place I can change?
- In there.

Time! Hey, Richard,
good friend, listen to me.

If you wanna survive,
you gotta slip the jab.

Keep it high and hit and not get hit,
you know? OK, take off.

- Rocko, remember Tommy Gunn?
- Oh, yeah.

He says he wants to fight.
I tell him to get married.

Why?

That's gym humour, Rocko.

Let's see what you got there, kid.

Get married. I understand.

- Benson! Wanna move a little?
- Yeah, all right.

Hey, Paulie, what's the cojones?

Cojones is Latin for Spanish nuts.

- Yo, Rock, we're ready.
- Wonderful.

Hey, kid. You got the headgear?

Nah, I don't need one.

He's gonna get his cojones knocked out.

OK. Ready, guys?

- Benson, go easy, all right?
- Sure. OK, Rocky.

Time!

All right, just go easy now.
Slip the jab now.

- Hey, kid! What's his name again?
- Tommy Gunn.

Tommy, whoa! It ain't no law to duck.

Go side to side. That's it.

- Hey, man, take it easy.
- Come on, lighten up. It's called sparring.

Hey! OK. Hey, kid.

Hey, lighten up! Time out!

Smell that, Rocko?
The odour of opportunity.

Hey, that's it.
What did I tell you? Time!

Hey, that's it. Time!

Hey, back off. That's enough!
What's the matter with you?

- Tommy, are you crazy or something?
- What's the matter with you, man?

- I'm sorry.
- Go cool off, kid. Sorry about this.

He stinks of opportunity, Rocko.

Hey, look,
goin' easy don't mean breakin' bones.

- I'm sorry. But what do you think?
- What do I think? I don't think you listen.

But you brawl
like you was a street fighter.

I know somethin' about that,
but this is boxing. It ain't mugging.

- I'm sorry, but I know I can do it all.
- Yeah? Well, not on this date, OK?

- That's it?
- I gotta work with these kids here.

How about you tryin' to manage me?

- Manage?
- Yeah.

Unless you think I ain't got nothin' goin'.

Nothin' goin'?

Yeah, all right, you got a lot goin'. You got
a lot of tools. But I ain't no manager.

The gentleman that owned
this place was a manager.

But me, I was always the managed... guy.

Hey, look. Good luck, all right?

All right, guys. Let's go.

Come on. Move around.

That's it. Nice.

All right, you guys, come on.
No cheap shots. Move it around.

How you doing?

Cold? You look cold.

I guess it has something
to do with the weather.

Here. Take my coat.

No, thanks. Where's your boyfriend?

Him? Forget it. He ain't got no manners.

I'm Jewel, if you wanna know.

I'm Robert.

Hi.

Well, I been living here about
six years now. It ain't Disneyland!

- You been to Disneyland?
- Sure.

You make it sound like everybody has.

I know you can't tell by the way I look,
but I ain't like the other kids around here.

Why? I mean,
what makes you so different?

I don't know. I guess it's cos
I wanna get out. You know how it is.

You know, for an Italian kid,
you ain't got a bad butt.

- First money I get, I'm goin' to Miami.
- Why Miami?

- Miami needs new gigolos.
- Yeah, I read somethin' like that.

My back is getting bad.
How come you don't have arthritis?

Ain't I got enough?

Adrian's too good for this.

This place really depresses me, Paul.

Yo! Rock. Come inside.
Everybody's been askin' for ya.

- No, thanks. I'm a little beat.
- Hey, I'm a little thirsty.

- You go if you wanna.
- Mr Balboa?

- Look at this. Tommy Gunn.
- Why are you still hanging around?

- Is there something I can do for you?
- Yeah. I'd like to try again.

Kid, I'd like to help, but I really
don't know nothin' about managin'.

Man, all I'm askin' for is a chance.
If I screw up, then hell, I'll leave.

- What have you got to lose?
- Me? Nothin'. It's what you got to lose.

- I got nothin' to lose.
- Maybe you do.

What if I don't do good, right?
And you don't make it?

I don't want you blaming me for this,
kid, you know?

Here's what I would do if I was you.
Listen to me. If I was you,

I would go home and talk to your family
people. Come up with somethin' better.

I got no family people.
All I got is what you see here.

I know all about you, back from
your first fight with Apollo Creed.

I read about how no one
ever gave you a chance.

I'm not from the same streets as you,
but I'm hungry, like you were.

Ever since I put on gloves
I've wanted to meet you.

Cos I knew that if anybody could
make me a winner, it was you.

Hey, Paulie,
you see a winner standing here?

Yes! Man, you beat the best.
Nobody could ever say different.

Look, Rocky, you don't know me,
but anything you want me to do, I'll do.

And if I can't, I'll bust my butt tryin'.

I'm not hustlin' you, man. All I'm askin'
for is a chance. I mean, just one shot.

Are you hungry?

Yeah.

Yeah? Come on.

You're really gonna like
the way Adrian cooks.

She does amazing things with macaroni,
especially tomatoes.

But I gotta warn you,
she can be a little vicious with the garlic!

- So why'd this kid smack your face?
- It really doesn't matter, Dad.

- It does matter. They took his coat.
- I don't want the coat.

They took the one with the collar?

- I'll go to your school and...
- You'll make it worse.

- Can't I do what I think is right?
- What do you think is right?

- A baseball bat across the face.
- Paulie!

- Adrian, can I have the plate?
- Yes, Rocky.

I had trouble like that
when I was in school.

Every day I got chased by this kid,
till one day my mother said to me:

- "Pretend the guy's like a balloon."
- Balloon?

She said if you pop 'em hard,
these guys just go away.

Tommy, we're trying to raise our son
so he can handle his problems

with his mind, not his muscles.

- Sorry.
- That's why I'll get mangled.

- You ain't gonna get mangled.
- Dad, will you teach me how to fight?

A baseball bat would be nice.

Do you wanna grow up
and just use your fists?

Adrian, I don't think it'd be so bad

if I taught him how to throw a few...
deadly punches.

Tommy, did your dad teach you to fight?

- No, not exactly. I had to...
- Sweetheart, don't get personal.

No, it's OK. You see, my old man,
he used to drink a lot. Seriously.

He'd go out with his friends, then
he'd come home, look to punch on me.

He'd punch on my mother, too.
He did that a lot of times.

So growing up,
I only thought about fightin' my father.

You know, when I was 13,
I got in trouble at school.

He tied me down and whipped me
so bad I couldn't walk for a week.

I couldn't do anything.

The first guy I ever knocked out was my
father. In the ring, it's like all I see is him.

That's kinda sick, huh?

Yo, Tommy, at least you had
an old man to knock out, you know?

Yeah.

- I didn't even have that.
- Some day you can punch out your pop.

- Paulie, what you telling him that for?
- It's the fittest of the survival.

- Tommy, where you stayin' tonight?
- Oh, I'll find some place to stay.

No, I tell you what.
We got room down in the basement.

- What about me?
- Your son is sleeping there.

- Well, he can stay with his uncle.
- What am I, a pit stop?

I don't wanna cause any problems.
I can find a place to stay.

No, it's OK.
It's just for a little while, you know.

Right? No problem at all. Hey, kid.
I appreciate it. It's cold outside.

- I'm not changing no sheets.
- Hey, since when have you ever?

Tommy, why don't you come on down?
We'll show you the whole place.

Why don't you go downstairs and
show your father what you did today?

Hey, Junior!
Your plumbing don't leak, do it?

- You know this guy?
- Yeah. He hits hard.

- Adrian can really cook!
- Yeah, she's OK. Listen, Tommy.

We ain't had a chance
to get this place too nice.

We'll get it together in a while, you know?

- Wow! Man, this is what it's about.
- Holy mackerel!

Why do you keep this stuff down here?

When did you get a chance to do this?
He took it all out of a box. It's beautiful.

You painted... When did you
get a chance to do this, kid?

- After school. It's no big deal.
- Where'd you get the glove?

Oh, this? Thanks.
This is one of my favourite objects.

Mickey give me this before he departed.
It was Rocky Marciano's cuff link.

- Really? The real Rocky Marciano?
- You got me thinkin' about Mickey.

I wanna show you something.
He told me a long time ago...

He says that fighting
is like 90% in the skull

and 10% in the body.
This is what he says to me.

- Dad, I met this really nice girl today.
- Really? That's wonderful.

- She's a lot better than...
- Wait a minute. Don't change the station.

I'll be right back.
I just wanna tell Tommy a few things.

Hey, who was your best friend
back in Orlando?

- That's Oklahoma.
- Well, yeah.

- Eric Elder.
- No, no.

Your best friend is
a guy named Frankie Fear.

You see, fear is a fighter's best friend.
It ain't nothin' to be ashamed of.

You see, fear keeps you sharp. It keeps
you awake. It makes you wanna survive.

But the thing is,
you gotta learn how to control it.

Cos fear is like this fire
and it's burning deep inside.

Now, if you control it, Tommy,
it's gonna make you hot.

But, you see,
if this thing here controls you,

it's gonna burn you and everythin'
else around you up. That's right.

Anyway, these are the things
that was taught to me

and, if you want, I'd like to teach to you.

This mean you're gonna manage me?

- Absolutely. Hey, home team.
- All right!

- Let's go for it.
- Do you mind showin' me a few things?

Sure, Tommy. I'll show you a lot of things.

Hey, rich boy.
How much you got in your pocket today?

- Nothin'.
- Come on, let's have it.

- I got nothin'.
- Come on, gimme the money.

- Come on!
- Hey, I gotta eat.

He's hungry, he's gotta eat. Well, eat this.

I got it. Go!

Father Carmine!

Father Carmine!

- Maybe he's not home.
- Priests is always home.

I didn't wanna
disturb you that much, Father.

Oh, excellent. Everything is perfect.

Father, this is my new friend,
Tommy Gunn.

I was wondering... Tommy here's
a fighter and I'm his manager.

I wondered if you'd do me
a favour, if you ain't busy.

Could you throw us a couple blessings?
One, that I don't mess up as a manager.

And B, that Tommy does
as good as I think he can do: Great.

And don't get hurt none.
Could you do that?

I love it when he does that.
Thanks, Father! Really appreciate this.

- Any time.
- OK. I'll see you in church.

- Hey, man, what'd you do this for?
- It don't hurt havin' an angel on your side.

- Hey, Rock. How's it going?
- Doin' great, guys.

Slow down or you'll get a ticket!

- This is Tommy Gunn. He'll be a champ.
- How you doin', Tom?

All right, break it up. Break!

Get off the ropes!

- Go easy.
- Man, I need more work.

- No, you're ready.
- No, this guy's killing me.

- You're ready now. You're perfect.
- He's killing me.

- I feel weak.
- No, listen to me. Shut up!

Mick used to say the only difference
between a hero and a coward

is the hero's willing to go for it.
Take the shot.

This guy here is scared too.
You're both scared.

Remember in the basement we talked
about fear? How it was like this fire?

You gotta control it or it burns you up.
Or it's gonna burn him up.

Make it work for you, Tommy.

I would never do nothin'
to hurt you, understand?

Fear is like this fire, OK? Now let it burn
until it becomes like this volcano.

When you see the openin',
explode all over this guy, OK?

Now, you can take him, OK?
It ain't all muscle, it's all heart.

Heart and fire! OK, now you do it.

Remember,
I'm like this angel on your shoulder.

I ain't gonna let nothin' happen to you.
Go for it.

Come on, Tommy. Jab!

Left, right!

The body!

Go to the body, Tommy. That's it.

Sam, you OK? Hey, Tommy Gunn!
You got some guns, don't ya?

Drive through it. Go on now.

And ten. You can do it.

You got it. Come on, bring it up.

I got you this time!

Tommy, these trunks is
very special to me, you know?

Dig!

Way to go, kid! That was great.

Tommy! Tommy!

All right.

- I beat the man. I don't believe it.
- You sure did. You're very swift, Tommy.

Yeah, Merlin. Listen, I got an idea.
I think we can finally nail Balboa.

They're waitin' again.

- If you want, I got almost a dollar.
- Save it.

- Slummin' again, bimbo?
- Hey, what you got in the bag?

Hey, stupid! What, you not talkin' to me?
I'll pound your teeth out.

- Go for it.
- What'd he say? Punk's losin' his mind.

- What'd you say?
- Go for it!

Come on! Put up your hands.

No way. I didn't like him anyway.

I think that belongs to me.

Robert! Robert!

If you wanna end this, let's end it now.

Yeah, I got no problem with that.
See you later.

I can't believe it.

- Are you gonna tell your dad?
- Yeah.

Good. That's it. One more time.

Look, you're doin' great at combinations,

but you gotta learn to move
side to side like a windshield wiper

- so you ain't gettin' hit with the jabs.
- Dad!

I got my coat back! Look, I got my coat.

Oh, that's great, kid. That's beautiful.

I trashed this guy. Everybody
in the school went crazy. Everybody!

- Rocky, I'm coolin' down over here.
- I gotta get back with Tommy.

He's coolin' down. But go tell your mom.
She'd like to hear that. That's beautiful.

OK, let's go, Tommy.

Lookin' good.

Look at Tommy go!

- You think I have a chance at that?
- Absolutely.

Tommy, anybody who's got two fists
and a good heartbeat, they got a chance.

You're out!

Boy, you got hands of gold.
I want to introduce somebody.

That's it. It's over.

Back him up.

- That's it!
- There's your boat, Rocks.

- What boat?
- The one that's sinking.

Tommy Gunn at the top.

You come with the Duke,

you can get the kind of payday fights
Balboa could only dream about.

To the victor goes the spoils.

Slip the jab, Tommy!

Yes.

You're out!

- You did great, kid! You did it!
- Now am I gonna get a shot at the title?

- Yeah, you will real soon.
- Tommy, over here!

Hey, baby! How are you?

The winner, at two minutes ten seconds...

So Rocky, when's Tommy
up against Union Cane?

- We gotta talk about that.
- Get a life, will ya?

- Rocko, he ain't worth it, buddy.
- He fought a great fight.

Your ship has sunk, Rocko. It's sunk.

Must be hung up in traffic.
He should have been here by now.

- Why?
- It's Christmas.

- He should be here with his family.
- Maybe he doesn't think it is his family.

Sure it is. Yo, Adrian, look at this.

I wanna give this to him.
What do you think?

I think you've given enough.

Hey, come on, Adrian.
He's given us some things too.

He's given us like a second shot, right?
Come on, it's Christmas.

Only in America.
Havin' the best and wearin' the best.

- But you gotta stay on top.
- Nobody remembers number two.

- I sure don't.
- I checked with the boxing commission.

It seems there's no formal contract
between you and Balboa.

No, nothing. Just a handshake.

This is a complex business. You got to
stay sharp. I don't have to tell you that.

It's hard livin' in Rocky's shadow,
people callin' you his puppet.

No one else could do it so long.

Tommy, I'm afraid that if you
keep goin' the way you're goin',

you're gonna be
watchin' the parade go by.

- Exactly.
- You haven't had the big payday yet.

And you won't until you fight those
top contenders that I do surely own.

I got the contracts.

It's a complex business.

But if you want the best, go with the best.

- What about Rocky?
- Rocky can still train you.

My God, he's done a wonderful job.
Now look, here's $20,000.

Take it as an advance.

Time to put some hustle
behind this muscle. Merry Christmas.

Merry Christmas.

Stop the presses!
Yo, Adrian, I can't believe it.

Just come up on the roof, will you?
He just landed there and crashed.

- Who do you think it is?
- Do I hear reindeer on my roof?

You know...

Antlers. Unbelievable. It's like a billion...

Come on. Look who's here.
You know this guy!

- You got a weird family.
- Don't I know?

It's gonna be next Christmas before he
gets down. Hey, put it together for Santa!

- Merry Xmas. Yo, yo, yo!
- I don't think you got it right, Santa.

- No, no, no. It's "ho, ho, ho!"
- What's the freakin' difference?

- Where I come from it's "yo, yo, yo!"
- Looks like we got a 90 proof Santa.

Hey, Santa, tell all the kids
what you've got in the bag for them

- that you brought from the north.
- I got my laundry.

- No, you got the wrong bag.
- Come on, Chubby. Get outta the way.

Let Santa sit down. Come here, little boy.

- You been nice?
- Uncle Paulie!

- Kid, why not tell Santa what you need?
- He's stretchin' the clothes, man.

- I don't need nothin'.
- Come on, kid. Tell Santa what you want.

That ain't Santa.
It's Uncle Paulie. Let's get real.

What do you mean?
Why are you talkin' like that?

We're just tryin' to have a good time.
Santa's here and everythin'.

It's stupid.

Yo, you know... Come on, it ain't stupid.
We're just tryin' to pretend here.

You see, you're supposed to be
pretending. It's like this game, right?

I don't like pretending.
You guys talk to him.

Hey, kid, I ain't talkin' to them.
I'm talking with you here.

See, it's very important that
you spend time with the family

and have a good time and just get the
spirit goin', you know? It's good, right?

Good for what? Come on, let's go.

His friends are here. He doesn't want to.

- Adrian, I know what he wants.
- How do you know what I want?

- Cos I know you.
- You know me?

He thinks he knows me.

- Look, I ain't celebratin' nothin', OK?
- Hey, wait. What's the matter with you?

We always done this before. We always
had a good time. It don't have to change.

Do you remember last year, when
we had fun, when we had a good time?

It ain't last year and
you ain't the same, either.

What?!

Adrian, what did I do?

Go talk to him.

Even I coulda saw this thing happenin'.

I shoulda went to Miami
when I had the chance.

You wanna talk? Let's talk.

Well, you know,
I thought we was supposed to be like...

You know, be very close.
Hey, come on, kid. I love you.

No, you don't.

Sure I do. Remember what the deal was?

We was supposed to be tight,
like crossed fingers.

You want you and Tommy to be tight.
That's what you're talkin' about.

- Oh, don't say that!
- Why can't I say it?

Since he came
it's Tommy this, Tommy that.

You got no time for nobody,
so I got no time for you.

What are you sayin'?
You're like another person.

You're the other person. You said I would
be number one to you and you lied.

You lied to me and you lied to Mom.

I never lied to you.
Tommy needed my help.

So did I.

And remember when you said to
watch out for scams and deceptions?

Yeah?

You're the one that shoulda watched out.

- Where are you going?
- Out.

- When'll you be back?
- Later.

- Later? When?
- Later.

Season's greetings, Mrs Balboa.

You take care of these people.

Behold the Santa for all seasons!

Are you guys lost?

Au contraire, mon ami.
I know exactly where I am.

Yo, Rocko! Guess what's comin' to
dinner. Tommy Gunn's got new friends.

New friends for a new year!

Oh, please. Oh, Paulie!

Nice tree. Charming.

- Hey, Tommy. How you doin'?
- Merry Christmas, milord. Greetings!

- Yeah, how you doin'?
- Listen.

I don't want to take up too much time.
Season's greetings.

- Don't need no presents.
- You've done a helluva job with the man.

Facts are facts. I'd have to be blind
if I didn't see a title shot on the cards.

- Title shot?
- Right. We'll work beautifully together.

No problems.

No friction. Only harmony, huh? It's time
to put some hustle behind this muscle.

Tommy-boy's got a little something
personal to discuss with you.

So I'm gonna be sayin' good night.
Merry Christmas.

- Merry Christmas to you.
- See you soon, huh?

Sorry I'm late.
I got hung up having dinner.

Hey, that's OK, Tommy. Adrian cooked
something, but it's probably all cold.

- What we can do is make sandwiches.
- Rocky, I don't wanna make sandwiches.

Tommy, why did you bring him here?

He just wanted to come by. Rocky, mind
if I talk to you outside about a few things?

Oh, yeah. Sure.

It's getting late.
We have to be there by ten.

- Rocky...
- No, it's OK.

Hey, Tommy, what you wanna talk about?

- Isn't it a long drive?
- Yeah.

So what do you think?

- Where'd you get this?
- Duke gave it to me.

Tommy!

Hey, maybe you oughta
give this thing back.

Man, I knew it! I knew you'd say that.

Give it back? Why?
He likes the way I fight.

- It's almost ten.
- We'll make it.

I know, but you see what he's doing here?

Tommy, hey, don't let him
put nothin' between us, OK?

Put like what? The guy was
just talkin' about gettin' a shot.

Look, we don't need him.
I mean, you're gonna get a shot.

You'll be able to buy ten of these.

When you gonna wake up?
We're watching the parade go by.

What parade? What are you talkin' about?

The big time. The way I'm goin',
I won't get a shot for a long time.

I've got a perfect record.
I'm 22 and 0. Where's the money?

Where? We haven't made serious money.
And we won't without the man.

I ain't talkin' about money. It'll be there.
I'm talkin' about your rep, Tommy.

- Don't sell out. We don't need this guy.
- Listen. Duke is a wonderful man.

- Put the top up.
- Forget about the top!

- I'm signin' papers with him tomorrow.
- You sign them, you're like his property.

You got no control. This is a dirty
business, full of thieves and gangsters.

They promise every good young fighter
who comes by, they promise the world.

And then they suck 'em dry and
they leave 'em in the gutter broke.

That's the way this business is run.

Guys like Duke... You know what he is?
He's a vampire. He's livin' off your blood.

Tommy, you know, the thing I'm
tryin' to do is what Mick done for me.

He tried to keep me away from
the dirty part of the business,

- the way I'm tryin' to do for you.
- I ain't you and you ain't Mick.

When are you gonna understand this is
a business? And in business you need...

- What, brains?
- You said that, not me.

- You saying I got no brains?
- Duke gave me my title shot, you didn't.

If you wanna keep trainin' me, do it.
If not, don't.

But it's my way or it's the highway.

Tommy!

Rocky, put on your coat.

Just put on your coat.
Come on. It's not worth it.

Adrian, it is worth it. He's just confused.

- You don't see what's happening.
- Yeah, I do see!

- He's twisted around by Duke.
- Come on, it's you. It's not him.

You can't live backwards or turn back
the clocks. We live now. We live here.

Hey, I know where we live.
Do you think I'm stupid?

I'm not as dumb as you think I am.

I look. You don't think I can smell it?
I see where we are.

I don't want this no more. I want
somethin' good for the family, not this!

I don't want this! Did I come back here
and get my brains beat out

for these guys to say "There goes Balboa,
just another bum in the neighbourhood"?

- I didn't want this!
- No! Come on, nobody says that.

I'm sayin' it, Adrian.
I'm sayin' this. I'm sayin' this.

When that kid was in the ring,
you know what I was doin'? I was winnin'.

- You were winning?
- Yeah.

It was my last chance to get
some respect for us, you know?

- Come on. I respect you.
- You can't respect me.

- Yes, I do.
- No, you can't! Don't tell me that.

All those beatings you took in the ring,
I took them with you. I know how you feel.

I know when somebody like
Tommy comes along, you feel alive.

But he's not you.
He doesn't have your heart.

All those fighters you beat, you beat 'em
with heart, not muscle. Mickey knew that.

That's why you and Mickey were special.
But Mickey's dead.

If there's something you wanna pass on,
pass it on to your son, for God's sakes!

Your son is lost.

He needs you.

I know Tommy makes you feel great. He
makes you feel like you're winning again.

But you're losing us.

Rocky, you're losing your family!

I'm sorry.

You know, it was always you and me.
It was always you and me.

I'm sorry, Adrian.

I don't know about you guys...

but I gotta get outta here.

- What do you say we go to the shore?
- Oh, yeah, great!

- How are we gonna get there?
- What do you mean?

We throw our thumbs
in the air and hitchhike.

- Yo!
- Oh, what's he want?

- You want me to stay with you?
- No.

You're right. I got enough problems
with my old man. Come on.

- You ain't gonna hit him, are you?
- No, I ain't gonna hit him.

Yo, kid. When you start smokin'?

- I don't know. Didn't you ever smoke?
- Uh, yeah. I done a lot of bad things.

So?

So I... I wised up.

OK, so maybe I'll wise up someday too.

Maybe tonight's a good night
for both of us to start wisin' up.

- Don't worry about it.
- I gotta worry about it.

The deal was we were
supposed to be tight.

What about Tommy?
You're tight with him too, huh?

Tommy.

Yeah, well...

That was yesterday, you know?

You know, kid...

Remember you told me
a long time ago about deceptions?

And I was talking to you about scams?

I shoulda listened to you.
I was tryin' to teach you, all right?

But you were teachin' me
and I didn't wise up.

I didn't know and I made mistakes.
And I do things, you know?

It bothers me, you know?
I forget a lot of things and I...

I just...

Hey, kid.

I know I made a few mistakes, you know?

But I would love to hang out
with you again. Just you and me.

I swear to God.

It's just gonna be you and me this time.

Home team?

Yeah. Home team.

- Hey, kid, you wanna hear a joke?
- Yeah, sure. Why not?

- Knock, knock.
- Who's there?

- Tuna fish.
- Tuna fish who?

You can tune a piano,
but you cannot tune a fish.

- Well, you're getting better.
- Yeah. That's a good one.

All right, folks. Lock the door and
hide the kids. It's time to wage war!

Tommy Gunn is such a student
of Rocky Balboa's style,

he's been nicknamed
by the press the Clone Ranger.

- Relax, Rocko. He ain't worth the stress.
- It ain't him, Paulie.

... turbocharged.

Tommy "The Machine" Gunn!

Looks like the fans are unhappy with
Tommy Gunn for leaving Rocky Balboa.

Of course.
He's nobody's sweetheart, that kid.

Weighing in at 242
very impressive pounds,

the present world heavyweight champion,

Union Cane!

- Looks like he's in great shape, don't he?
- Yeah.

The referee calling
both fighters to the centre.

Tommy, you're lookin' a little tight.
He's nervous, you know?

Like the way I felt when
I was fightin' with Apollo.

Rocko, he ain't you and he never was.

Give him a break, would you?

Come on, Tommy. Do what you was told.
In and out. Side to side. Don't eat the jab.

Off the ropes. Are you blind?

- He's gettin' hit with everythin'.
- Come on, Cane. Go for it.

Come on, Tommy. What's the matter?

That's it.

That's it.

Slip the jab. Move side to side. Back and
forth, like a metronome. Slip, slide.

That's it.

You see? He remembers everything.

Come on, Tommy. I'm in there, man.
Do what I'm doin'. Back and forth.

Side to side. That's it.

Come on, kid. Don't let him off!

Dig!

- Got him!
- The heavyweight champion is down!

One! Two!

Three! Four!

- Five!
- Six!

- Seven!
- Eight!

- Nine!
- Ten! You're out!

Ladies and gentlemen, by way of
a knockout, we have a new champion,

Tommy "The Machine" Gunn!

Congratulations.
A sensational upset victory.

You're now champion of the world.
How do you feel?

Never better. I don't know
what's wrong with these people.

Because you're not a champeen.
You're a crumb-bum dirt bag.

Come on, Paulie. Give him a break.
He did something wonderful.

Long live the king!

I'd like to say thank you. I'd like to
thank the man who made this happen

and made me believe it could happen.
He's been like an angel on my shoulder.

Mr George Washington Duke!

And there you have it. A new champion of
the world, Tommy "The Machine" Gunn.

I'll tell ya, a big surprise, at least to me,

that the new champion thanked Duke
and not the guy that got him there.

- This crowd is not happy.
- Rocky! Rocky!

- Rocko, too much TV's bad for the eyes.
- My eyes are OK, Paulie.

- Well, too much TV is bad for my ears.
- Yeah.

- Hey, slugger. Good fight, huh?
- It's OK, Dad.

You're the real champ.
I made this for you.

Oh, yeah?

Beautiful.

Rocko, let's put our teeth
around a few brews, OK?

- I could use the company.
- Yeah, good idea.

- Think I should go out with Paulie?
- If I can watch TV.

OK, listen. You can watch TV, OK?
But don't stay up too late.

- You gotta get them bones growing.
- All right.

- What a fight! It was somethin'.
- Somethin'.

I told you you could
give him everything but you.

- You can't give him your heart.
- Oh, it's OK, Adrian. Really.

- Yeah?
- Yeah. It's... It's all right.

Hey, kid. Don't you stay up too late, OK?

Some fight.

- Are you OK?
- Oh, sure.

- I won't be out too late.
- OK.

See you, champ.

- Have a good time with Uncle Paulie.
- Yeah.

Let me present the newest, the youngest
heavyweight champion of all time,

Tommy "The Machine" Gunn!

- Do you think it was too easy?
- I took some shots, but I was never hurt.

I'm just glad to be the champ.

Don't you think this looked like more like
a sparring session than a championship?

- It didn't look like you broke a sweat.
- Very observant.

Union Cane wasn't feeling that good.

But Tommy Gunn would have done
the same thing if Union was 100%.

100%?! He fought like
he didn't have a heartbeat!

We all know Cane is a paper champion.

- What do you mean?
- Cane's title was manufactured.

- He never won it from Balboa.
- Gentlemen, give him a break.

Tommy, will you ever get out
from under Rocky's shadow?

- I won the title. What more do you want?
- You gotta fight some real opponents.

But I beat the best tonight.

The best? This guy's a bum.
He doesn't even deserve a title shot.

Gentlemen, whoa! We're gettin' carried
away. Cane was the recognised champ.

We know the ratings system
can be manipulated.

Fact is, Tommy Gunn
beat a second-rate fighter

with so much glass in his jaw,
he oughta be a chandelier.

This man will prove
to be a great champion.

He might win a few fights,
but a Rocky Balboa he'll never be.

No, he's no Rocky Balboa.

Let's face it. There's only one Balboa.
He was the people's champion.

But in time Tommy Gunn may be
able to fill his shoes. Next question.

- Not by fighting stiffs like Cane, he won't.
- I'll fight anybody, anywhere.

When are you gonna fight a real fighter?

Gentlemen, come on. Thank you for
coming tonight. We look forward to...

Hey, Tommy, I got somethin' for ya.

For your next fight, try the redhead in the
front row. I hear she comes real cheap.

We look forward to seeing you
at Tommy Gunn's next fight.

Why did you say Balboa's better?
Do you believe that?

Of course not. Look, we can't talk in here.

Who are you gonna fight next, Tommy?

What the hell happened in there? I won
the damn title and they think I'm a bum!

- Why didn't you help me?
- When the press is right, they're right.

I'm as good as Balboa ever was and
I'm tired of being called a damn robot!

Listen, Tommy. You can't fight the press.
I can't fight them.

As long as they got Balboa on the brain,
he's champ. He fought wars in the ring.

Tommy, face facts. You're in his shadow.

- This is your own man talking!
- No, listen.

There is a way to get the respect you
deserve. Challenge Balboa to fight.

- George could set it up in just weeks.
- It'd be the greatest fight ever.

Teacher against student,
old lion against young lion.

That's the only way you ever
gonna get peace of mind.

The press will hound you with that man's
legend for as long as you wear gloves.

You gotta get him into that ring, Tommy,
or you'll keep hearing questions like that.

You'll start to ask yourself "Could I
take him? Am I really good enough?"

"Do people think I'm a carbon copy

or a second-rate pretender who only
got a shot because of my skin tone?"

Got to challenge
that man to fight, Tommy.

If he refuses, you gotta insult him! You
gotta dog him, you gotta humiliate him.

Do whatever you got to do to get him into
that ring! But that's what you got to do.

OK. Blast off. Rollin' silver. And down.

Andy, these flippers ain't flippin'.

- That machine cost me a fortune.
- It's costin' me a fortune too.

- Rocky Balboa!
- What was that?

Rocky Balboa, there's a man out here
wishin' to speak with you.

Rocky Balboa!

Rocko, you know who that is, huh?

Yeah, I know who that is.

- Rocky, you need some help?
- No, guys. It ain't no pie-eatin' contest.

Look what's in the street.

Tommy, what are you doin' here?
You oughta be celebratin'.

I'm challenging you to a fight.
Any time, any place, anywhere.

- Fight?
- That's right.

You're comin' here with these people
askin' if I wanna throw hands with you?

- Is that what this is about?
- Yeah. And I ain't nobody's robot.

Nobody's boy! Now are you accepting
the challenge or are you yellow?

He has no class. Come on, Rocko.
Hey, he has no class! Come on.

Hey, it ain't him. You wanna
shoot some eightball or somethin'?

Hey! I ain't through talkin' with you yet!

Look, I ain't got
no more to say to you, OK?

- I wanted good things for you.
- The hell you did. You're in it for money.

I'm tired of people callin' me a robot.

You thought I was in this
for the money, Tommy?

We were supposed to be
like brothers, you know?

You don't know it,
but you got a deception here.

This guy was usin' you for the bait.
He wants to get you and me in the ring.

He wants us to fight each other
to make the money.

He don't care about you
and he don't care about me neither.

Come on. Enough of the fantasy.
Let's talk reality.

Rocky Balboa, are you prepared
to accept Tommy's challenge?

- Tommy...
- Hey! I would have taken you any time.

- You're a piece of garbage.
- This ain't none of your business.

- None of my business?
- Come on, Paulie. Forget it.

He spit blood for you,
put you ahead of his own family.

And you bring these rat bums
around here? Kill his dignity?

Rocko made you your shot.
He's the real champ. You're just a joke.

Get out of here before I break your face.

Paulie?

- Don't break your hand on that bum!
- Paulie, are you OK?

You shoulda left him on the street,
where you found him.

- Merlin, get him outta here.
- Get off of me!

You knocked him down.
Why don't you knock me down?

No, in the ring. Tommy Gunn only fights
in the ring! Let's get outta here.

- My ring's outside.
- Yeah? Let's do it.

Let's go live.

- He's a punk, Rocky.
- He's a street fighter. You a prizefighter.

- Don't be a damn fool.
- You don't own me!

- You don't own me!
- What's wrong? Take it easy.

Nobody does! I want my respect.

Well, come and get it. Come on, Tommy.

I loved you, man! You know that?

You and me,
we were supposed to be like this, Tommy.

You blew it! You...

Lucky punch. But I told you
never to fight a street fighter fight.

- Come on, let's get out of here.
- You're always a champ, Rocky. Great.

Great stuff. This is beautiful.

Mom! It's Dad.

- He's on television. He's fighting.
- What?!

Come on, man. Come on.

Come on, Balboa. Who's your papa now?

Come on!

- Rocky, you gotta get up.
- Come on, get up.

You're out!

If he dies, he dies.

You're the champ.
Now get up. One more round.

Get up! Don't lay down.
Fight this guy hard.

Come on!

He's no machine. I didn't hear no bell!

Get up, you son of a bitch,
cos Mickey loves ya.

Yo, Tommy!

I didn't hear no bell.

- One more round.
- Tommy, get back. Come on.

- You don't need this.
- You lose, you're finished.

I got one more round. Come on.

I'm not gonna knock you out this time.
I'm gonna put you through the street.

- One more round.
- Come on, Rocky.

Come on, Tommy.

Come on. Again!

Come on, Tommy.

Touch me and I'll sue.

All right, Rocky. You done it.

What in the hell are you doing?
Get up. What in the hell?

Come on, knock the bum out.
He took my room!

Jab! Jab!

You're losin' everything. Come on!

Come on, Dad. You can beat him!

Fight back, you bum!

Stop!

Come on, Dad, go for it!

Hit him, Dad. Come on!

Hit him, Dad. Come on!

Go for it!

Hey, Adrian.
You were right. You were right.

Goddamn!

Only in America.

Hey, Rock! You outclassed the bum, huh?

Rocky, come on. Don't.

Touch me and I'll sue.

Come on, punk. Touch me and I'll sue.

Sue me for what?

Hey, yo, Father!

I love it when he does that.

- We're gonna be late.
- Come on, Speedy Gonzalez!

- Come on. You can do better than that.
- No way.

I don't know. It's like these steps keep
growin' taller every year. My goodness!

Look at this thing.
As long as this thing is here,

pigeons is always
gonna have a place to sit.

I can't believe it.
This is where it all started for me.

- Runnin' up and down these steps.
- Dad?

- Dad, we're gonna be late.
- Oh, yeah. OK.

Hey, wait. What's wrong with your ear?

- What's wrong with it?
- You got somethin' wrong, like a bump.

What bump?

This bump.

- Thanks, Dad.
- Hey, you deserve it.

Thank you for being born. Thank you.

- What do you think? The new me?
- Well...

- You're the daughter I always wanted.
- What are you talkin' about?

Hey, don't punch me. I'm gettin' brittle
as it is. Look at this, you know?

I been runnin' up and down
these steps for 20 years.

And I never knew there was
valuable pictures in this building.

You're never too old to learn somethin'
new. You're gonna love Picasso.

Oh, yeah. Well, I love almost everybody.

Visiontext Subtitles: David Van-Cauter

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