"COMMENTATOR:" "Creed doesn't know where he is." "It's blind instinct." "(CROWD CHEERING)" "But now it is Creed coming back." "Creed with the left hand!" "What's keeping these two guys up?" "A tremendous closing moment." "(CROWD CHEERING)" "Here comes Balboa back." "But the champion back with another left." "How they're getting up, I don't know!" "A right hand!" "A right hand!" "It's Creed!" "Now it's Balboa!" "Now it's Creed!" "And now a tremendous left by Rocky." "They're standing dead in the center of the ring, toe-to-toe." "(CROWD CHEERING)" "(GASPS)" "One." "Two." "COMMENTATOR:" "Creed will retain the title." "If neither gets up, it's a draw, and Creed will win the title." "Four." "Get up, my man." "REFEREE:" "Five." "Get up." "Six." "COMMENTATOR:" "Each fighter is trying to beat the count." "Get up, Rocky!" "Eight." "Nine." "The champ is down!" "Ten!" "You're out!" "(ALL CHEERING)" "Balboa got to his feet and he made it!" "Rocky Balboa has shocked the world!" "He is the new heavyweight champion of the world!" "(BELL DINGING)" "Ladies and gentlemen, in a stunning upset, scoring a win by a knockout, the new heavyweight champion of the world," "Rocky Balboa!" "ROCKY:" "Excuse me." "Excuse me." "I just want to say one thing to my wife, who's home." "Yo, Adrian, I did it!" "I love you." "I love you." "CROWD: (CHANTING) Rocky!" "Rocky!" "Rocky!" "Rocky!" "(EYE OF THE TIGER PLAYING)" "(BOXERS GRUNTING)" "Hit him one, Rocky!" "(CROWD CHEERING)" "(PEOPLE SHOUTING)" "(MAN SINGING) Risin' up, back on the street" "Did my time, took my chances" "Went the distance, now I'm back on my feet" "Just a man and his will to survive" "So many times, it happens too fast" "You change your passion for glory" "(MEN GRUNTING)" "Don't lose your grip on the dreams of the past" "You must fight just to keep them alive" "It's the eye of the tiger, it's the thrill of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all in the eye of the tiger" "Face to face, out in the heat" "Hangin' tough, stayin' hungry" "They stack the odds till we take to the street" "For we kill with the skill to survive" "It's the eye of the tiger, it's the cream of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all in the eye" "Of the tiger" "Risin' up, straight to the top" "Have the guts, got the glory" "Went the distance, now I'm not gonna stop" "Just a man and his will to survive" "It's the eye of the tiger, it's the cream of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all in the eye" "Of the tiger" "The eye of the tiger" "(CROWD CHEERING)" "(GRUNTS)" "The eye of the tiger." "I want Balboa!" "I want Balboa!" "Hear that, old man?" "You tell Balboa I'm coming for him!" "Nobody can beat me!" "You tell him what I said!" "And he's next!" "I'm gonna kill him!" "Nobody can stop me!" "You tell Balboa that!" "I'm coming after him!" "You tell him!" "I want a shot at the title." "I want a shot at the title." "If Balboa's got the guts to meet me in the ring, or anywhere else." "My whole life's been directed towards this here title and nothing else." "I live alone and I train alone." "I'll win the title alone." "I want him." "He can't duck me forever." "He can run, but he can't hide." "REPORTER:" "Well, another southpaw, heavyweight champion Rocky Balboa, doesn't seem to be worried about much these days." "He's just defended his title for the 10th time, and now he's even agreed to take on the world heavyweight wrestling champion in a sort of charity benefit, with all the proceeds to go to a local youth foundation." "Now, I'll have to give him credit." "Mr. Balboa manages to stay busy." "He's a true sportsman." "And it looks like the number one contender, Clubber Lang, will have to continue to play the waiting game." "But that should be a great, great matchup." "MAN 1:" "Hey, Paulie, take it easy, okay?" "MAN ON TV:" "Awesome." "Introducing the newest..." "MAN 2:" "Hey, you going?" "Hey, hey." "Don't forget to give Rocky my best, huh?" "You know, I've been coming here years." "How about you giving me, Paulie, your best once?" "MAN 2:" "Take it easy, Paul." "MAN 3:" "Hey, hey, Paulie." "Hey, Paulie, you heard me?" "Hey, when you see the Rock, tell him the boys all said, "Hey!"" "(PEOPLE CHATTERING)" "(WOMAN LAUGHING)" "(VIDEO GAME BEEPING)" "WOMAN: 40 thousand." "MAN:" "Nice try." "Nice try." "WOMAN:" "I got another one." "(PEOPLE CHATTERING)" "(ELECTRONIC BUZZING)" "(ALARM RINGING)" "ROCKY:" "Paulie." "You want to hear I owe you?" "You, I owe nothing." "No, you don't owe me nothing." "So what do you want I should do?" "My sister ain't here?" "She's home." "You know, me and her used to be tight until you come in." "I raise her, she don't come down." "She don't know about this." "You and her can go to hell, you know that?" "Hey, watch your mouth, Paulie." "You gonna whack me?" "I don't sweat you." "I don't sweat you." "Come on." "Oh, come on, Paul, why don't you screw your head on right." "No, it ain't my head." "Your freaking head is the one on wrong." "Yeah?" "Well, what did I do?" "What'd you do?" "Nothing." "For yourself, oh, nice." "Look, you fixed your face up handsome." "Nice clothes." "What did you do for Paulie?" "Anything?" "Three years, did you get me a job?" "Look at this." "You gave me a lousy, stinking Ex-Lax watch." "This!" "Hey, Paulie." "What?" "What?" "There, that's right." "No, leave it down!" "It never kept good time anyway." "You know, you forget when you were a punk and those guys used to laugh at you because you were so jive." "Who used to whack them bums out?" "They laughed at both of us." "No one laughed at me." "Tell me." "Who fixed you up with your first woman?" "Me, Paulie!" "I was responsible!" "She was pregnant." "So what?" "You was no prize either." "You know, I always give you." "I give you." "What do you do?" "You buy a new house, you move Mick in, right?" "Did you ask me?" "Is there something the matter with me?" "I got feelings, you know?" "This ain't cardboard." "Everybody's got them, Paulie." "The hell with everybody." "No, maybe it's the hell with you." "I don't wanna listen to this crap." "Come on, you talk like everybody owes you a living." "Shut your mouth!" "Look, nobody owes nobody nothing." "You owe yourself." "You're wrong!" "Friends owe!" "Friends don't owe." "They do because they want to do." "Shut your freaking mouth." "You been keeping me down!" "Down?" "You know, you're like a crazy brother to me." "You really are." "So I want to tell you something." "This is coming straight from the heart, Paulie." "And I mean this." "You ain't down, and you ain't a loser." "You're just a jealous, lazy bum." "Okay, I'm gonna break your mouth." "I'm gonna bust your mouth up!" "(PAULIE YELLS)" "(PAULIE GRUNTS)" "Can I have a job?" "All you had to do was ask." "(SIGHS)" "You punch pretty good." "Think so?" "Superb." "It cost a lot, huh?" "Yeah, a few bucks." "Got an extra one?" "ADRIAN:" "Any trouble with Paulie tonight?" "ROCKY:" "Nah, nothing unusual." "Are you really gonna fight that wrestler?" "They're so big." "That's all right, it'll be fun." "You mind if I serenade you a while?" "(HUMMING)" "Come on, it's your part." "What are you doing?" "Come on." "You can do it." "No." "(HUMMING)" "Come on, Rocky, you're gonna wake the baby." "Adrian, come on, let's do a duet." "(HUMMING)" "(HUMMING)" "No, no." "That's good, but it's not "doe, doe."" "It's "doo, doo, doo, doo."" "(HUMMING)" "That's good, darling." "(SINGING) I've been told" "(HUMMING)" "By people and they all" "(HUMMING)" "Say they'd take me back" "Take me back like before" "What's the matter?" "I don't know any more of that composition." "Hmm." "Maybe we're lucky." "Yeah." "Maybe we're very lucky." "Very lucky." "Hmm." "(BOTH HUMMING)" "(CHUCKLES)" "(CROWD CHEERING)" "DENNIS:" "Well, howdy, howdy, howdy, sports fans." "This is Dennis James with Jim Healy down here at ringside." "Tonight we have a most unlikely match for you." "The boxer against the wrestler, with all the proceeds going to charity." "What's your feelings about a boxer against a wrestler in the same ring?" "Well, you know what the age-old theory is, that the wrestler, once he grabs that boxer, that's all she wrote." "What the hell goes on inside your head?" "Anything normal functions?" "Yeah, there's a few, there's a few." "I don't think so." "Because to fight a creature like this, you gotta have about 100 pounds of brain damage." "I seen wrestlers that was bigger than dinosaurs." "You ever fight a dinosaur, kid?" "No, not lately." "They can cause a variety of damage." "Oh, yeah?" "The wrestling champion of the world is now entering the arena." "I tell you, he is quite a sight." "All decked out in red." "Why are they carrying him?" "He's walking." "(CROWD BOOING)" "I'm coming after you, Balboa." "Let's call it off." "Oh, come on, it's for charity." "You're wearing your anatomy out for charity." "Nobody else does this much for charity." "Bob Hope would." "That's true." "Rocky, you better call Bob Hope." "(CROWD BOOING)" "To all my love slaves out there," "Thunderlips is here in the flesh, baby!" "Oh, my God!" "The ultimate male versus the ultimate meatball." "(LAUGHS)" "JIM:" "Boy, he is a monster." "How much would you take even to get in the ring with him?" "(LAUGHS) Would you like to start at Fort Knox?" "In the white corner, an incredible sight." "Standing nearly seven feet, weighing 390 pounds." "Large, ain't he?" "The undisputed wrestling champion of the world..." "That's the biggest arm in the world!" "A man who calls himself "the ultimate object of desire,"" ""the mountain of molten lust."" "The one, the only Thunderlips!" "(CROWD BOOING)" "You're all trash!" "You're all trash!" "You're all trash!" "You're all trash!" "The slugger from Philadelphia... (CROWD CHEERING)" "(SHOUTS) You'd better shut up!" "(BELL DINGING) I'll break him in half." "How much do you think he eats?" "About 202 pounds." "...weighing 202 pounds, the reigning heavyweight champion of the world," "Rocky Balboa." "(CROWD CHEERING) Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Come to the center of the ring, please." "Okay, come on, Mick." "All right, you guys, you know this is for fun, so take it easy and give them a good show." "Listen, after the match, how about we get a Polaroid together, okay?" "(GROWLING)" "(CROWD EXCLAIMING) You're in trouble!" "He got me mad." "I'm gonna break him in half like this." "WOMAN:" "Come on, Rocky, you can take him." "Seems like lately, everybody wants to beat me up." "MICKEY:" "This is entertainment." "It's fun and games." "Stay away, make faces, move around the ring." "Got it, kid?" "All right." "PAULIE:" "He is the ring." "MICKEY:" "I get nervous every time he does that." "(BELL DINGS)" "(YELLING)" "Whoa." "You move pretty fast for a big guy, you know that?" "Listen, why don't we just move around a little bit?" "You know, like, give them a good show." "First I'll chase you and you chase me, okay?" "How's that?" "All right?" "I'll go easy." "Here you go." "That okay?" "MICKEY:" "Stay away from him!" "Does that hurt?" "You all right?" "Don't miss." "How's that, okay?" "Not bad, huh?" "(YELLS)" "THUNDERLIPS:" "Come on, meatball." "Come on." "(GROANS)" "Hey." "(YELLING)" "(CROWD SHOUTING)" "Think it's all fake, meatball?" "All fake!" "Thunderlips has gone absolutely berserk." "(YELLING)" "Run for your life!" "Blast off, meatball." "(GROANS)" "(ALL EXCLAIMING)" "(LAUGHS)" "Get up, boy!" "Come on, meatball, get some of this right here!" "(WOMEN CHEERING)" "(CROWD CHEERING)" "(THUNDERLIPS YELLING)" "Rocko, remember the neighborhood!" "Get out of his way!" "No, no, no!" "Not yet, not for the meatball." "I'm not done with him yet, boy." "If I can't break your spirit, I sure enough can break your back." "Is Daddy having fun?" "Of course." "(YELLING)" "Somebody hand me a hatchet." "Holy smoke!" "THUNDERLIPS:" "Here we go, baby!" "Lights out, meatball!" "(SCREAMS)" "Oh, my God!" "Balboa is really in pain." "No one can believe the superhuman strength of Thunderlips." "I am the man." "Stop him, will you?" "THUNDERLIPS:" "You want this punching bag?" "Adrian!" "Rocky!" "Then you got him!" "ROCKY:" "Catch me!" "DENNIS:" "That's incredible!" "Balboa was just heaved clear into the fifth row!" "Now the fans are outraged, too." "(CROWD BOOING)" "Now you got me mad!" "I'm gonna drag him down the aisle like a dirty rag!" "You weakling, Balboa." "Take it easy." "Take it easy!" "PAULIE:" "What is it, Mickey?" "You okay?" "It's my heart." "DENNIS:" "The security guards are rushing out to stop this." "People are flying everywhere!" "Teeth are flying!" "Cut my gloves off." "(YELLING) PAULIE:" "What, you finished?" "Come on, cut my gloves off!" "(PEOPLE CLAMORING)" "That place is a zoo!" "This place has turned into a zoo!" "This is very, very..." "Want me to get a doctor?" "You sure?" "JIM:" "The girls have gotten into it now." "They're getting beat up, too." "Where are you going, you fool?" "I'll be right back." "You're a maniac!" "Come back here!" "What are you doing?" "Come back here!" "Come on!" "You!" "Get out of my way, worms!" "I'm coming up!" "(YELLING)" "Come on!" "Come on!" "(ROCKY GRUNTING)" "REFEREE:" "All right, Thunderlips, break it up!" "Break it up!" "No choking!" "No choking!" "(YELLING)" "ROCKY:" "Paulie, don't!" "No, I don't sweat you." "(ROCKY YELLING)" "(GASPING)" "Hang on there, kid!" "ROCKY:" "How do you like it, huh?" "You're kind of cute!" "I don't need this." "JIM:" "Rocky is out-and-out strangling him." "Rocky hanging on like a bull terrier." "Now he's got him in a stranglehold." "ALL:" "Rocky!" "Rocky!" "(BOTH YELLING)" "The body!" "(BOTH GRUNTING)" "Knock his block off!" "(CROWD CHEERING)" "ROCKY:" "Timber!" "(YELLING)" "(CROWD CHEERING)" "DENNIS:" "It's unbelievable!" "Rocky actually did it!" "The human skyscraper has been thrown out of the ring!" "(BELL DINGING)" "REFEREE:" "All right, that's it, that's it." "Time is up." "Ladies and gentlemen, we have a draw." "A draw." "Thank you all for attending this 12th annual charity match between the Italian Stallion, Rocky Balboa, and Thunderlips, the Ultimate Male." "See you next year." "Thank God." "Are you all right?" "Yeah, pretty good." "Good match." "Hey, why'd you get so crazy on me out there?" "That's the name of the game." "Well, listen, while you're still calm, can we get that Polaroid together?" "Yeah, sure." "Adrian, come on over here." "My wife, Adrian." "My kid." "That's Thunderlips." "Would you do that?" "ROCKY JR:" "That hurt." "Okay, that's all right." "You know, sometimes charity really hurts." "(CHUCKLES)" "(CAMERA CLICKING)" "(CAMERA CLICKING)" "ROCKY:" "And this Pinocchio, he told a lie, you see, and his nose started growing real big." "(ROCKY LAUGHING) ROCKY JR:" "Why didn't his ears grow?" "I don't know." "I didn't write the story there." "Are you fighting again?" "Today?" "No, I don't plan on fighting today." "Promise?" "Promise." "Definitely, I promise." "Good, I like you here." "Yeah?" "Well, I like being here." "Are you getting hungry?" "Huh?" "You want some breakfast?" "Yeah." "What do you want, Wheaties?" "Yeah." "What are Wheaties?" "Champions!" "Breakfast of what?" "Champions!" "Champions." "(HORN HONKING)" "ROCKY:" "And the father bear, he says, "Somebody's been sleeping in my bed."" "And the little kid bear said, "Somebody's been sleeping in my bed" ""and there she is."" "Thereby, he pulls back the covers, and thereby exposing her to the, you know, public, see?" "Come on, eat your cereal before it sinks." "Hurry up." "Then what happened to Goldilocks?" "Happened to her?" "I'm not exactly sure." "Busted for trespassing and got 30 days in the cooler." "Oh, that's real nice, Paulie." "(PAULIE CHUCKLES) That's nice to tell the kid." "Rocky." "Rocky, the car is waiting." "Go ahead." "You guys better go." "Be a good boy, now." "We'll have a fun time, me and the kid." "All right." "Mrs. Stallion, you almost look pretty good." "Oh, thank you, Paulie." "Don't give the kid any beer, all right?" "Okay, we got to go." "And Paulie, don't take him to the track, all right?" "How you doing, Mick?" "MICKEY:" "Pretty good." "Now, we got a problem in the seventh." "(BAND PLAYING THEME MUSIC)" "Whatever happened to them quiet, tender moments, huh?" "(BOTH CHUCKLING)" "(CROWD CHEERING)" "Thank you." "Thank you, one and all." "Every once in a while, a person comes along who defies the odds." "Who defies logic and fulfills an incredible dream." "On behalf of all the citizens of Philadelphia and the many who have been touched by your accomplishments and your untiring participation in this city's many charity functions, it is with tremendous honor that we present this memorial which will stand always as a celebration" "to the indomitable spirit of man." "Philadelphia salutes its favorite son, Rocky Balboa!" "(CROWD CHEERING)" "It's beautiful." "Definitely a thing of beauty." "CROWD: (CHANTING) Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Thank you." "(CLEARS THROAT)" "Thank you very much." "I don't know, what do you say to something like this?" "About three years ago, this city really took me inside, you know?" "And I want to thank you very much for that." "I really do." "And I've been thinking that..." "I wasn't gonna bring this up, but I might as well, now." "I would never do anything to hurt this sport that has been so really good to me." "I've been talking it over with my wife and my manager, and we think that..." "It's really hard to do this." "I feel like a bum." "I'm thinking maybe it's time that I should step down, maybe, and retire." "CROWD:" "No!" "No!" "No!" "WOMAN:" "No, you can't do that, Rocky." "Getting out while you can?" "Don't give this sucker no statue." "Give him guts." "I told you I wasn't going away." "You got your shot, now give me mine." "Why don't you get the hell out of there!" "Shut up, old man." "I ain't going nowhere." "Why don't you tell all these nice folks why you been ducking me?" "Politics, man." "This country wants to keep me down." "Keep everybody weak." "They don't want a man like me to have the title, because I'm not a puppet like that fool up there." "You know, you've got a big mouth, you know." "Why don't you come down and close it, Balboa?" "Come on!" "Anytime." "That guy's crazy." "Don't listen to him." "The little man don't wanna come to me, then I'll come to you people and lay out the truth." "I am ranked number one." "One!" "That means I'm the best." "But this bum is taking the easy matches, fighting other bums." "I'm telling you and everybody here" "I'll fight him anywhere, anytime, for nothing." "(PEOPLE SHOUTING) MAN:" "Fight him, Rock!" "Fight him!" "But you people ain't never gonna see that happen because he's gonna retire." "You see?" "He don't fight no real man." "He fights them setups." "What?" "You're a disgrace to the sport." "Shut up, old man!" "You and that chump don't know where I had to come from." "Balboa, your family's doing real nice, ain't it?" "You call yourself a fighter?" "Prove it now." "Give me the same chance." "The way he's been ducking me is a disgrace." "If he ain't no coward, why don't he fight me, then?" "I can't listen to any more of this." "Hey, anytime..." "I don't care what you're ranked." "You don't get no shot, and I mean that!" "CLUBBER:" "I'm glad you people are seeing this here." "What are you doing?" "I want to fight this guy." "Well, you got him." "But you'll fight him without me." "What are you saying?" "It's finished." "Yes, I'm finished." "I don't want no more of this." "I don't want no more, you understand?" "None of it!" "It's over with!" "(CLUBBER CHATTERING)" "Hey, woman." "Hey, woman!" "Listen here." "Since your man ain't got no heart, maybe you'd like to see a real man." "I bet you stay up late every night dreaming you had a real man, don't you?" "I'll tell you what." "Bring your pretty little self over to my apartment tonight, and I'll show you a real man." "You want it, you got it!" "(ALL CLAMORING)" "You got it!" "Rocky, don't." "Come on, Rocky, please, let's go talk." "Adrian." "Rocky, don't." "Rocky!" "Let's talk." "ROCKY:" "Why'd you leave?" "Why'd you walk away like that?" "Life's too short, kid." "Where you going?" "I'm going on a permanent vacation." "What are you talking about?" "We got one more fight." "No, no." "Not we, you." "Why are you doing this?" "I said, why are you doing this?" "Because you can't win, Rock!" "This guy will kill you to death inside of three rounds!" "You're crazy." "What else is new?" "He's just another fighter." "No, he ain't just another fighter." "This guy is a wrecking machine, and he's hungry!" "Hell, you ain't been hungry since you won that belt!" "What are you talking about?" "I've had 10 title defenses." "That was easy!" "What do you mean, easy?" "They was hand-picked!" "Setups?" "No, they weren't setups." "They was good fighters, but they wasn't killers like this guy." "He'll knock you into tomorrow, Rock." "Jeez, Mick." "Why'd you do it?" "Because the beating that you got from Apollo should have killed you, kid." "It didn't." "It was my job to keep you winning and to keep you healthy." "You really don't think I got nothing left, do you?" "Well, Rock, let's put it this way." "Three years ago you was supernatural." "You was..." "You was hard and you was nasty and you had this cast-iron jaw." "But then the worst thing happened to you that could happen to any fighter." "You got civilized." "Yeah." "Don't worry, kid." "You know, presidents retire, generals retire, horses retire, Man o' War retired." "They put him out to stud." "That's what you should've done, retire." "I can't retire knowing all this, Mick." "Don't push it." "Well, you been carrying me." "We don't need it." "You been carrying me, though." "I haven't been carrying you." "I've been protecting you." "No." "Look, I want this fight." "Just one more." "No, we don't need it." "I'll live in the gym." "We don't need it." "Mick, I do." "I'm asking you to train me one last time." "Oh, no, I can't." "If you don't," "(SIGHING)" "I'm gonna tell everybody you ain't bought a new pair of underwear in 10 years." "(CHUCKLES)" "You would, wouldn't you?" "Yeah, absolutely." "No, no." "Come on." "One more time, it's over." "It's a deal?" "Come on, come on." "It's your head, kid." "It's your head." "Yeah, it is." "Thanks, Mick." "(MAN SINGING) Pushin', gettin' ready for the fight" "Pushin', every day and night" "Pushin', gettin' ready for the fight" "Pushin', every day and night" "Pushin', gettin' ready for the fight..." "PAULIE:" "Rocky robes here." "Get your Rocky robes here." "Hot off the truck." "Rocky robes, hot off the truck." "Clean stuff." "Get your robes." "(PEOPLE LAUGHING)" "On the night of the fight" "I will survive" "There's nowhere to run, there's nowhere to hide" "On the night of the fight" "It's just you and I" "There's nowhere to run, there's nowhere to hide..." "Right here." "Once in a lifetime!" "Get your buttons here!" "MICKEY:" "You can't stand toe-to-toe with this guy or he'll deposit you up there on Mars." "He's too tough." "He's too strong." "Listen, how the hell can we train in this creep joint here?" "(CAMERA CLICKING) I mean, this is kind of a house of ill reputes or something, isn't it?" "Why did you rent this joint?" "Oh, come on, Mickey." "Let's go out in style, okay?" "You wanna go out in style, go out in one piece!" "Now, come on, let's get out of here!" "Let's go back to the old gym, will you?" "Let's get some blood and sweat and tears around you!" "Can we do that?" "Hey, will you just relax and enjoy it, okay?" "They love it, Mick." "(GRUNTING)" "MICKEY:" "Go on, fight!" "Fight now, go ahead!" "Fight it, fight it." "Get rough, get tough." "Get brutal." "That's it." "Excuse me." "Could I get a kiss?" "Yeah, sure." "(GIRL EXCLAIMING) Get out of here, will you?" "This is like fighting in a zoo." "This is a zoo, you know?" "Is that the way you train for Clubber?" "He ain't gonna kiss you." "He's gonna kill you, you know that?" "Go on." "Get out of here!" "(GRUNTING)" "Rock, how about a picture?" "Yeah, sure." "There you go." "Rock." "(GRUNTING)" "(MUSIC PLAYING)" "WOMEN:" "Rocky!" "Rocky!" "(GRUNTING)" "(GRUNTING)" "Put a little speed on there." "Put a little speed on there." "Thattaboy." "That's it." "(YELLING)" "All right, this will tell us the story." "That's it!" "Side to side!" "Side to side, Rock!" "Shut up back there, can't you?" "Change your tune or..." "That's it." "Pull front punches." "That's it, kid." "You're a deadly weapon." "Time!" "Time, time, time." "Quit it." "You're okay." "Come on." "Here." "Put this on before you catch pneumonia." "ROCKY:" "Okay." "I'll give you a little rubdown, too." "Yeah." "And listen, kid." "I don't like to hear much of what comes out of people's mouths and I don't like soft-talking moments." "That's for sure." "You know, but I just wanna tell you one thing, that I'm proud of you." "(BOTH CHUCKLE)" "Well, thanks a lot." "That's all right, kid." "Let's get out of here, shall we?" "Hey, Mick." "Yeah?" "What do you think we're gonna do when it's all over, huh?" "I don't know." "Maybe join up with a circus or something." "All right." "Yeah, maybe." "All right, let's get out." "(ROCKY HUMS CIRCUS MUSIC)" "NAHAN:" "Good evening, everyone." "Along with Bill Baldwin, I'm Stu Nahan." "And we welcome you to tonight's heavyweight title fight" "(CROWD CHANTING) Which may prove to be the most memorable of all." "For tonight is the champion's final and perhaps most difficult title defense." "Rocky, do you feel you're in the best shape of your career?" "Oh, yeah, absolutely." "I feel real good." "He's a deadly weapon, he's one of a kind." "And he's gonna do it." "REPORTER 1:" "Clubber, do you think you're as fast as Balboa?" "I don't wanna do no talking." "I'll do my talking in the ring." "REPORTER 2:" "Clubber, dance for us." "(REPORTERS CHATTERING)" "I told you, you better get out of here!" "I want to be alone!" "REPORTER 3:" "Will you retire after this fight?" "Oh, yeah, this is the last one for sure." "After this, me and Mick are finished." "This is definitely the last one." "You're all parasites and leeches." "Get out of here!" "REPORTER 4:" "What will you do after tonight?" "(CHUCKLES) I'm not sure." "Maybe join the circus, huh, Mick?" "Yeah, have some fun." "REPORTER 1:" "Come on, take your robe off." "REPORTER 2:" "Come on, take off your robe!" "I told you to get out of my face!" "With us this evening is the former heavyweight champion of the world," "Apollo Creed." "Do you have any predictions on this fight?" "How do you see this fight going tonight?" "Well, I feel that strength would have to go to the challenger, while experience and the world's hardest head would have to go to Rocky Balboa." "And you know I know about that." "Now remember, Rock, don't trade with this guy." "Take your time." "Wear him down." "But don't stand toe-to-toe with him." "Mmm-hmm." "This punk's never been 15 rounds before." "Take him good." "Okay." "Take him good." "I will." "That's it." "So I predict that the champ's gonna take this one." "Now, wait a minute." "Do you really think the champ can hit that hard?" "(LAUGHING)" "Why do you think I'm sitting out here with you?" "(PEOPLE CLAMORING)" "(PEOPLE CHEERING)" "Hey, sucker!" "Balboa, you gone, you finished!" "You through!" "You washed up!" "I'm the baddest in the world!" "You don't look so bad to me." "What you say, paper champion?" "I'm gonna beat you like a dog." "A dog, you hear me!" "Can't you get that ape back into the ring?" "You made me wait too long!" "You gonna pay!" "Come on, mouth!" "Get out of my way." "MICKEY:" "Get him out of there, can't you?" "Get him out of there!" "(PEOPLE CLAMORING)" "Get out of my way!" "Get out of my way!" "(MICKEY GROANING) MAN:" "Back up." "CLUBBER:" "You know who I am?" "You know who I am?" "I'm the man!" "I'm the man!" "(CLUBBER SHOUTING)" "You're dead meat!" "You're dead meat!" "Let me go!" "(SCREAMING) Rocky!" "Rocky!" "Get off!" "What's the matter?" "Mick!" "What's wrong, Adrian?" "Get a doctor!" "Somebody get a doctor!" "Come on!" "(PEOPLE CLAMORING)" "Sit here, Mick." "Get them out of here." "Get them out of here!" "Come on, Mick, will you sit on the table?" "Mick?" "Mick!" "I'm all right." "Just take a deep breath." "Get those guys out of here!" "Move!" "Mick, will you sit on the..." "Paulie." "Paulie, tell them the fight's off." "Go on." "Go on!" "No!" "The fight's not off." "What, are you out of your mind or something?" "The fight's on." "Are you crazy?" "ROCKY:" "Mick, we can't." "Not tonight." "I ain't fighting..." "Yes, tonight." "We're gonna fight." "Just let me get my breath." "Can't I get my breath?" "Is that against the rules or something?" "Mick..." "Will you please get a doctor?" "Paulie, go on." "He's on his way." "Mick, I can't go out there and fight like this." "I can't go out there like this." "Now, get out there." "Get going, will you?" "Take him." "Take him good." "Get it over with, why don't you?" "CROWD: (CHANTING) Rocky!" "Rocky!" "Rocky!" "Adrian, what am I supposed to do?" "What the hell do you mean, what are you supposed to do?" "After all these years together, you don't know what to do?" "You ought to be ashamed of yourself." "Now get out there and do it!" "Do it." "Do it!" "You're the best." "Okay." "Okay." "CROWD: (CHANTING) Rocky!" "Rocky!" "Rocky!" "Rocky!" "MICKEY:" "Oh, my God." "(CAMERAS CLICKING)" "Adrian, take care of him." "Take care of him." "(REPORTERS CLAMORING)" "ANNOUNCER:" "Well, good evening, ladies and gentlemen, and welcome to the feature event for the heavyweight championship of the world." "And, fans, with us tonight, truly one of the fistic greats." "He's coming up from ringside, the Master of Disaster, the King of Sting, the one and only Apollo Creed!" "(CROWD CHEERING)" "BALDWIN:" "And there he is, the former heavyweight champion of the world, Apollo Creed." "Stu, he looks like $9 million." "Get out of my face." "I don't need nothing you got no more." "Don't need no has-been messing in my corner." "And you better get that bad look off your face before I knock it off!" "Come on." "Want to jump?" "Jump, come on." "Come on, Creed." "Come on." "Yeah, come on." "Yeah, just like a chicken." "You better run." "(CROWD CHEERING)" "Give everybody a present and drop this chump, all right?" "All right." "Good luck to you." "(BELL DINGING)" "All right, fans, here we go." "Presenting to you, on my left, out of the blue corner, hailing from Chicago, weighing in at an even 235 pounds, the world's number one challenger..." "I wonder how Mick's doing." "...the undefeated Clubber Lang." "(CROWD BOOING)" "I'm the best." "I'm the best." "I'm the best." "You and Clubber exchanged words up there." "Any comment?" "I have no comment." "(BELL DINGING)" "ANNOUNCER:" "And his opponent in the opposite corner really needing no introduction the world over." "He weighs in at a trim 201 pounds, the pride of Philadelphia, the Italian Stallion, and the reigning heavyweight champion of the world," "Rocky Balboa!" "(CROWD CHANTING)" "(CROWD CHEERING)" "NAHAN:" "Listen to this crowd." "ANNOUNCER:" "Now to give instructions in the middle of the ring, the referee, Marty Denkin." "Clubber, Rocky, you know the rules." "I want a good, clean fight." "When I tell you to break, I want you to step back at my command and break." "Now, go back to the corner and come out fighting at the bell." "Dead meat." "BALDWIN:" "This is not gonna be a fight of finesse." "These are two guys that really throw punches." "This thing could end with one punch." "The chump is scared." "Scared." "Scared." "Yeah." "Tear him up, champ." "See the look in his eyes?" "I'm no trainer." "Just go out and kill the guy." "Kill him, Rock." "He's scared." "I'm the new champion." "I'm the new champion as of today." "I'm the new champion as of today." "The Italian Stallion." "A rugged champion in the final fight of his colorful career tonight." "And Jimmy Lennon was correct." "(BELL DINGS) He looks like..." "Well, just great." "NAHAN:" "Here we go!" "Oh, boy, the champion came out swinging." "PAULIE:" "Break his head!" "Balboa's off to an incredible start!" "He looks determined to destroy the bigger challenger." "(PEOPLE SHOUTING)" "MAN:" "Clubber, get in there, get in there!" "Move him back." "Move him back." "Defense!" "NAHAN:" "Now it is Balboa." "They're going at each other now." "You got him!" "You got him, Rock!" "Double up!" "Double up!" "Come on." "Come on, Balboa!" "Come on!" "The challenger is hitting him with everything he's got." "No!" "Come on, Balboa!" "Come on, Balboa!" "Make me weak." "Come on, Balboa!" "Come on." "(BELL DINGING)" "(CROWD SHOUTING)" "NAHAN:" "Clubber away." "Trying to get him back to his corner." "Grab him, Paulie." "Where's Mick?" "Where's Mick?" "He's okay." "I need him now." "I need him here." "He ain't nothing." "I told you he ain't nothing." "He ain't nothing." "He's too strong." "Don't talk like that, Rocko." "Come on." "Tear him up!" "I'm gonna smoke him." "I'm gonna smoke him." "I'm gonna smoke him." "I can't keep him off." "I can't keep him off." "He's mine." "He's mine!" "I'm gonna get him!" "I'm gonna get him!" "I'm losing it, Paulie." "Where's Mick?" "DOCTOR:" "What do you got there?" "MAN: 200 over 50." "All right, let's start CPR." "(ALARM BUZZING) Rock, you can do it." "I'll try." "BALDWIN:" "Rocky appears to be staggering." "(BELL DINGS) Yeah, I'll get him." "Coming out of the corner, here comes Clubber." "(CROWD CHANTING)" "PAULIE:" "Come on, Rocky, show him." "Let's go." "Come on." "Come on, Balboa!" "Come on!" "Come on, oversized hick!" "Give it to me." "Let's see what you can do." "Bring it to me!" "Move on the inside!" "NAHAN:" "The champion is nearly helpless." "My gosh, what a beating he's taking." "Don't stand toe-to-toe with him!" "CLUBBER:" "Come on, Balboa!" "(CROWD CHEERING)" "(ROCKY GROANS)" "Get up!" "CLUBBER: (MUMBLING) Get up, sucker!" "REFEREE:" "Five." "Six." "Come on, get up!" "Get up!" "Seven." "Eight." "Nine." "Ten." "You're out!" "NAHAN:" "The champion is finished!" "CLUBBER:" "I did it!" "I'm the best!" "In the second round!" "I'm the man!" "I beat Balboa!" "Unbelievable." "Incredible upset." "Balboa in the corner, out on his feet." "Out of the plank." "ANNOUNCER:" "We have the time." "The winner by knockout, the new heavyweight champion of the world, Clubber Lang!" "CLUBBER:" "Yeah, I told you." "I told you I'd do it." "Yeah!" "I'm the new champ of the world!" "(CLUBBER GRUNTING)" "(REPORTERS CLAMORING)" "PAULIE:" "Come on, get out of here!" "Get out of here, now." "(DOOR CLOSES)" "Oh, Rocky, what happened?" "I'm all right, how's Mick?" "He wouldn't go to the hospital till you got here." "What?" "DOCTOR:" "Mr. Balboa, time is important." "We must get him to the hospital immediately." "Okay." "Mick?" "Yeah?" "Mick." "What?" "What?" "What?" "Is it over?" "Yeah, it's all over." "Hey, listen, what happened?" "It was a knockout." "What round?" "What round?" "Second round." "(CHUCKLING SOFTLY)" "Yeah, I knew it." "That's good." "We did it, huh?" "We did it." "We did it." "All right." "You don't have to worry about nothing no more." "No." "Good." "Everything's gonna be okay, Mick." "You know?" "Yeah." "I knew that we did it." "You gotta get to the hospital." "You're not as young as you used to be." "(MUMBLING) You're the winner." "We did everything right." "I did everything..." "No, no, listen." "We ain't done everything right." "Listen, we got more to do." "Mick, whatever you wanna do, we'll do it, okay?" "I love you, kid." "I love you." "Mick?" "It hurts me." "(GASPS)" "Mick?" "Mick?" "(SOBBING)" "Mick." "(MUMBLING)" "Oh, God!" "Don't go away, please, don't." "All the things we didn't do." "We got more to do." "We got... (SOBBING) Oh, my God!" "Oh, Jesus." "(SCREAMING)" "(RABBI AND ROCKY PRAYING IN HEBREW)" "This concludes our service." "(YELLS)" "APOLLO:" "That's not the way to do it." "ROCKY:" "Who's that?" "Why don't you hit it straight?" "Step into it." "Apollo?" "Right." "I waited at your house for about an hour and your wife said you might be here." "What are you doing here?" "Business." "If the papers knew we were talking like this, they'd think we was crazy." "Why you?" "Because I'm the best, and you need somebody to teach you different." "Why?" "(SCOFFS) Well, to be honest with you," "I don't think you could pull it off without me, Rock." "You still didn't give me the answer, Apollo." "What's the real reason?" "Listen." "It's quiet, isn't it?" "When you retire, it's too quiet." "I mean, we're too young to retire anyway." "Besides, with the right touch," "I could promote this thing into the biggest gig of all time." "It'd be bigger than ours." "(CHUCKLES) Heaven knows, I don't mind being involved with large numbers, right?" "I don't need this no more." "I..." "I don't want this no more." "Look, man." "When you beat me, I hurt all over and I didn't want to know from nothing or nobody, not even my kids." "Hell, every fighter knows that hurt." "And we get sick inside trying to live with it, so don't back off now." "Make it right for yourself or you'll be sorry you didn't." "We held the greatest title in the whole world, babe." "You lost that fight, Rock, for all the wrong reasons." "You lost your edge." "All right, I know your manager dying had you all messed up inside." "But the truth is, you didn't look hungry." "Now, when we fought, you had that eye of the tiger, man, the edge." "And now you gotta get it back." "And the way to get it back is to go back to the beginning." "(LAUGHS) You know what I mean?" "Maybe we could win it back together." "Eye of the tiger, man." "Why'd you have to come here?" "I have the plan." "Get back, man." "You got me curious." "You got me curious, Rock." "Clubber, do you accept the challenge for a rematch with Balboa?" "I reject the challenge, because Balboa is no challenge." "But I'd be more than happy to beat up on him some more." "I always said he was nothing." "I can't wait to see this bum fall." "What do you think of him being trained by Apollo Creed?" "CLUBBER:" "Apollo who?" "You talking about that old fool, Apollo Creed?" "Shucks, one has-been teaching another." "Yeah, just keep talking, pal." "That's all Apollo been doing..." "Keep talking." "...running off at the mouth lately." "And when I see him, I'm gonna close it for him." "All right." "When will the match take place?" "The sooner, the better." "I'm the champion of the world." "And nothing can be done about that." "I can't be beat, and I won't be beat." "This time I'm gonna train even harder." "There won't be no quick knockdowns." "I'm gonna torture him." "I'm gonna crucify him real bad." "Hard words from a hard man." "The odds against Balboa making a comeback at 34 are very long indeed." "Can he do it?" "Most experts doubt it." "Balboa was a fine champion, but his time has passed." "I wish him luck." "Don't listen to it, Rocky." "No, do listen to it, Rock." "When this is over, a lot of folks are gonna owe you an engraved apology." "And you're gonna owe me a big favor." "What favor?" "When it's over." "PAULIE:" "Rocko, come on." "We're gonna be late at the airport." "Let's go." "ADRIAN:" "Think we forgot anything?" "ROCKY:" "I think we have it all." "Maybe another sweater." "No, California's not that cold." "It's great, great." "A scorcher." "Okay, listen, I want you to be a good boy, okay?" "Okay." "And don't give anybody a hard time." "Okay." "Give me a kiss." "Yeah." "We'll call when we land." "Yeah, we'll call." "You'll be a good boy?" "All right." "I'll bring you back something." "(CAR ENGINE STARTING)" "(PEOPLE CHATTERING)" "(MAN SINGING) I been told by" "Some people and they all" "Say to take you back" "Take you back like before" "I don't call that a reason" "I just call it believing' in myself" "Believin' in myself" "What the hell are we doing here in LA?" "Hey, man, this is where I started." "Yeah, so?" "So this is where he's starting." "But this place is disgusting." "Why don't we stay at your place?" "Look, I think you're missing the point." "Let's just go on and check in and get over to the gym, all right?" "Rock, in my opinion, we don't need this place." "It's below you and the sister's standard." "We're gonna give it a try, Paulie." "Come on, Adrian." "(PEOPLE CHATTERING)" "(HUMMING)" "I don't even have a gun." "PAULIE:" "You know, fun is fun." "I like those kind of things, but this I don't like." "Look at this place." "Rats even have more pride than to be caught dead here." "I mean, look at the dump." "I just don't like it." "Think of Adrian's health." "ADRIAN:" "I'm fine, Paulie." "MAN 1:" "Balboa." "MAN 2:" "What's he doing out here?" "This is where I started." "That's your problem." "Rocko, let's leave before they leave us for dead." "(THUDDING)" "Yeah, you see that look in their eyes, Rock?" "When we fought, Rock, I trained hard, but I didn't have that look in my eyes." "You had it." "You won." "You gotta get that look back, Rock." "Eye of the tiger, man." "Eye of the tiger, come on." "Come on, let's go." "Look at this place." "No class in here." "Is he always so cheerful?" "I don't sweat you." "Hey." "Hey, Paulie." "Don't get mentally irregular." "It's a free country." "Just don't get irregular, all right?" "I don't need no philosophy lesson here." "Well, it just takes about six years to get to know..." "Well, I ain't got six years." "Hey, come on, Paulie." "Just relax." "Come on." "We're on business." "(LAUGHING) Hey!" "Hey, champ!" "Hey, Duke, my man." "Hey, everything's set up and ready to go, baby." "Good." "I know you know who this man is, don't you?" "Yeah." "It's gonna be good working with you." "Certainly had enough of working against you." "Hey, how you feel?" "Pretty good, thanks." "He's doing great." "We've been living modern, but now we're gonna train old." "I'm going over here and talk to some of the guys, all right." "DUKE:" "Hey!" "The champ is home!" "(PEOPLE CHATTERING)" "We gotta leave." "I got a reputation." "What do you mean, reputation?" "You heard." "I don't like these people." "You don't like them?" "Maybe they don't like you either, Paulie." "What'd I do to them?" "And they call me punchy." "Hey, Stallion, Stallion, come on over here and meet some of the fellas." "I'll be right back." "How you doing, guys?" "(ALL CHATTERING)" "(EYE OF THE TIGER PLAYING)" "APOLLO:" "That's it, that's it." "Come on, on the toes." "On the toes, on the toes." "On the toes, come on." "On the toes, on the toes." "Come on, Rock." "He ain't too graceful." "That's why we're here, Paulie." "Waste of time." "He's got heavy feet." "DUKE:" "Get on the balls of your feet." "Come on, relax, Rock." "Come on, get those feet out of the concrete." "Come on." "It'll take time, but it'll come." "He can't train to the jungle junk music." "DUKE:" "Come on, relax, Rock." "APOLLO:" "Here we go." "Here we go, come on." "DUKE:" "On the balls of your feet." "APOLLO:" "Balance." "Let your body find the rhythm." "APOLLO:" "Gonna start a new dance called the crawl." "I'm telling you, you can't train him like a colored fighter." "He ain't got no rhythm." "All right?" "Come on." "How stupid do I look?" "You look great." "You look great." "Everything we do works off the jab." "You can do it." "Yeah." "Can he swim?" "With a name like Rock?" "APOLLO:" "No time to waste!" "Let's go!" "Another lap!" "Another lap!" "Move it!" "Another lap!" "He ain't no tuna." "We belong back in the gym." "Look, he's gotta stretch and use muscles he never thought he had." "Come on, Rock!" "Come on, stretch now!" "Come on, move it, Rock!" "Move it!" "Nobody can change that much." "He's a bruiser." "He ain't no boxer." "You keep telling him that and he'll be nothing." "You know?" "Yeah?" "Another lap!" "Come on now!" "Move it!" "(APOLLO CLAPPING)" "Move it!" "Come on!" "Move it, Rock!" "Move it!" "Come on, let's go." "Let's go!" "(GASPS) That's it, stretch it!" "Stretch it out!" "That's it, let's go." "You gotta pull." "Hard now, hard!" "(PEOPLE CHATTERING)" "(GLASS SHATTERS)" "(POLICE SIREN WAILING)" "Shut up, you Sterno bums!" "I'll squash you!" "There's decent people trying to sleep!" "Shut up, you honky scum bastard mother!" "Who needs this sick place?" "I don't." "No class." "DUKE:" "Damn, that Clubber's strong." "Fifteen rounds is a long time." "We gotta put him away early." "I figure with the pace we gotta set," "Rock can last maybe seven or eight rounds." "Then we'll be out of steam, man." "We got to put him away early." "(WATER RUNNING)" "ADRIAN:" "At least the water's hot." "Well, we never really had a honeymoon." "It's not so bad." "(EXCLAIMS)" "We've been in worse places." "NAHAN:" "In the corner, Rocky's in trouble in round two!" "He takes a right!" "Another right!" "He's been cut!" "Rocky's been cut!" "APOLLO:" "Come on, Rock." "Come on, come on, now." "Come on." "You gotta get tougher." "You gotta get tougher." "Think smooth." "Think smooth." "Bounce." "Bounce." "Bounce." "Toes, toes, on your toes, Rock." "On your toes!" "On your toes!" "On your toes!" "Push yourself, Rock!" "Concentrate." "Let's move it, Rock!" "Move it, now!" "Come on, Rock, come on!" "Have fun with this." "Have fun with it." "That's it." "Easy, easy, easy." "Smooth." "On the toes." "Don't push it, don't push it." "Let it come." "It'll come." "This takes time, baby." "This takes time." "DUKE:" "Come on, move your head." "Move your head." "Move your head up and down." "Come on, come on." "Swift now, up and down." "In and out." "Inside." "Inside." "Inside, baby." "Side to side." "Move your head." "Watch it now." "Watch it now." "Remember, he's got two hands, right?" "(GRUNTING)" "Damn, man, what the hell are you doing?" "This guy will knock you on your ass!" "Come on, Rock, it's not a game." "You want to lay up in a hospital for five weeks this time?" "You thought I was tough?" "This chump will kill you." "All right." "Come on, come on." "Get your head on your shoulders, man." "Think about the fight!" "Think about the fight!" "Clubber Lang's in, he's trying to hurt you, Rock." "He's trying to hurt you." "Okay, here it comes." "Jab!" "He's jabbing!" "He's jabbing!" "He's trying to hurt you." "You gotta fight." "You gotta move." "NAHAN:" "He's up against the ropes!" "He can't get out of the corner." "He's hooked you!" "He's hooked you!" "He's hooked you!" "Damn, Rock, come on!" "What's the matter with you?" "Tomorrow." "Let's do it tomorrow." "There is no tomorrow!" "There is no tomorrow!" "There is no tomorrow!" "APOLLO:" "Look, there's just one thing that you gotta remember." "We gotta get some speed." "You gotta get some flexibility." "You gotta get some quickness." "You understand?" "Quickness, endurance, that's the end of it." "That's the only thing we gotta concern ourselves with, Rock." "All right." "Mickey never had me do this." "Yeah." "Okay, here we go." "Ready?" "Set." "Yeah." "Go!" "Come on, come on!" "Dig, dig, dig!" "Come on!" "Come on!" "(PANTING)" "Come on!" "MICKEY:" "You can't win, Rock." "You ain't been hungry since you won that belt." "(GRUNTING)" "He'll knock you into tomorrow, Rock." "(ROCKY GROANING)" "What's the matter?" "It's over." "It's all over." "What's the matter with you?" "ADRIAN:" "Can I talk to you?" "I wanna ask you something important and I want you to tell me the truth." "What?" "Why did you come here?" "I just don't want it no more." "If it's over because you want it to be over, I'm glad." "I do." "It's just, you've never quit anything since I've known you." "I don't know what you want me to say." "I mean, how?" "What happened?" "How did everything that was so good get so bad?" "What's so bad?" "Tell me, what?" "I wrecked everything by not thinking for myself." "I mean, why couldn't Mickey tell me where I was really at, right from the start?" "He didn't have to carry me and lie to me and make me think I was better than I really was when I wasn't." "He never lied." "Those fights weren't right." "They weren't, Adrian." "I never fought anybody who was in their prime." "There was always some angle to hold on to the title longer than I should have had it." "I mean, do you understand what I'm saying here?" "I understand." "But you've gotta understand that he loved you, and that was his job, protecting you." "Well, that protecting don't help nothing." "It only makes things worse." "You wake up after a few years thinking you're a winner, but you're not." "You're really a loser." "And so we wouldn't have had the title as long." "So what?" "At least it would've been real, Adrian." "It was real." "Nothing is real if you don't believe in who you are." "I don't believe in myself no more." "Don't you understand?" "When a fighter don't believe, that's it." "He's finished." "It's over." "That's it." "That's not it!" "That is it!" "Why don't you tell me the truth!" "What are you putting me through, Adrian?" "You wanna know the truth?" "The truth is, I don't want to lose what I got." "In the beginning, I didn't care about what happened to me." "I'd go in a ring, I'd get busted up, I didn't care." "But now there's you, there's the kid." "I don't wanna lose what I got!" "What do we have that can't be replaced?" "What?" "A house?" "We got cars." "We got money." "We got everything but the truth!" "What's the truth, damn it?" "I'm afraid, all right?" "You wanna hear me say it?" "You wanna break me down?" "All right, I'm afraid!" "For the first time in my life, I'm afraid." "I'm afraid, too!" "There's nothing wrong with being afraid." "There is." "For me there is!" "Why?" "You're human, aren't you?" "Look, I don't know what I am." "All I know is I'm a liar, and because of that Mickey ain't here no more." "You didn't push him into anything!" "He was a grown man and he did what he had to do." "And you have no right to feel guilty for what happened, you don't!" "You were a champion." "And you did what you were expected to do." "You did what I and everybody else thought you should do." "And you wanna tell me that those fights weren't real?" "That you were carried?" "Well, I don't believe it!" "But it doesn't matter what I believe." "Because you're the one that's gotta carry that fear around inside you." "Afraid that everybody's gonna take things away." "Afraid you're gonna be remembered as a coward, that you're not a man anymore." "Well, none of it's true, but it doesn't matter if I tell you." "It doesn't matter, because you're the one that's gotta settle it." "Get rid of it!" "Because when all the smoke has cleared and everyone's through chanting your name, it's just gonna be us!" "And you can't live like this." "We can't live like this." "Because it's gonna bother you for the rest of your life." "Look what it's doing to you now." "Apollo thinks you can do it." "So do I." "But you." "You've gotta wanna do it for the right reasons." "Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you." "Just you, just you alone." "And if I lose?" "Then you lose, but at least you lose with no excuses." "No fear." "And I know you could live with that." "How'd you get so tough?" "(CHUCKLES)" "I live with a fighter." "I really love you." "I love you." "No, no, no, Rock." "No." "Just flick it, just flick it." "Just flick it." "Come on, one more time." "Come on!" "(PEOPLE CHATTERING)" "Good." "Five more laps." "Watch it, watch it, watch it, watch it." "There you go, come on." "(GRUNTING)" "Jab." "(GRUNTING)" "You got to move it faster." "APOLLO:" "Faster!" "Faster!" "Go on." "Kick it." "(APOLLO LAUGHING)" "Very nice!" "Move your head." "Move your head." "Move it." "Move your head." "That's right, under!" "Under and over." "Up and down." "Turn around." "That was nice." "Come on, pick them up now." "On your toes." "On your toes." "Come on." "Come on." "Come on." "Come on, now." "Speed, speed, speed." "Faster, faster, faster." "Yeah!" "Good." "Ready." "Ready." "(MEN GRUNTING)" "Rocky the fish!" "Yeah!" "All right!" "Good evening, ladies and gentlemen." "I'm Stu Nahan along with Bill Baldwin" "Good evening, ladies and gentlemen." "I'm Stu Nahan along with Bill Baldwin and we welcome you to Madison Square Garden, a most exciting backdrop for the anxiously awaited rematch" "(AUDIENCE CHEERING) Between the former champion, Rocky Balboa and the reigning heavyweight champion, Clubber Lang." "We now switch to our remote cameras inside the dressing rooms." "Would you care to comment on how you plan to fight Balboa?" "What's your strategy?" "Don't need any." "Balboa's so predictable and stupid, the man comes straight ahead." "He's tailor-made for me and he's gonna get hurt." "Just make sure you..." "That's good." "...turn them over." "Good?" "How does that look?" "Okay?" "Huh?" "No, I don't hate Balboa, but I pity the fool, and I will destroy any man who tries to take what I got." "(AUDIENCE CHEERING)" "Remember where you came from." "Remember what it took to get you here." "And you remember what he did to you last time, right?" "(AUDIENCE CHANTING) BALDWIN:" "Since both men are brawlers, Stu, with the edge in power going to Clubber Lang," "I would say that the odds are very long against Balboa regaining his title." "Now it's your turn." "It's your turn, huh?" "REPORTER:" "What's your prediction for the fight, then?" "Prediction?" "Yes, prediction." "Pain." "Lang is a brawler who likes to hurt a man to the body." "And, you know, Balboa may never have psychologically recovered from that vicious knockout that Clubber laid on him." "It's time." "Here." "What?" "I want you to wear these." "Come on, Apollo, these are the colors that you wore in our first fight together." "I can't wear your colors." "Just wear it." "Yeah?" "Yeah." "Thanks, Apollo." "(CHUCKLES) You just make sure you wash them before you bring them back, all right?" "Will do, will do." "Hey, thanks, Apollo." "And remember, after this you owe me a favor." "What favor?" "Bill, I have to agree." "Toe-to-toe, Lang is utterly devastating and he's much too strong." "(ROCKY BREATHING DEEPLY)" "All right, listen." "I just wanna tell you that I'm proud of you." "It takes a hell of a man to change, and you did it." "You're gonna prove it to them tonight, right?" "Right." "Right." "You did good, Apollo." "Thanks, Paulie." "Okay, let's do it, Paulie." "NAHAN:" "And here comes Rocky, and here comes Apollo, the two former champions." "BALDWIN:" "Look at that United States Marine Corps Color Guard there along with the Drum and Bugle Corps." "Aren't they magnificent?" "Tremendous." "Take a look at Rocky." "Look at the tenseness in his face, the tautness of that body." "Boy does he look serious right now!" "Oh, that he certainly does." "And you know, Stu, the word is that this is Rocky's last fight, win, lose or draw." "NAHAN:" "And there he is, the Italian Stallion," "Rocky Balboa, climbing into the ring." "Boy, he looks incredibly thin, doesn't he?" "I'd say he's gotta be about 20 pounds lighter." "BALDWIN:" "Rocky Balboa, the iron man from Philadelphia!" "And this crowd is certainly with him tonight." "Listen." "(AUDIENCE CHEERING)" "Balboa doesn't really have any boxing skill." "I've never seen a fighter, though, with as much raw determination." "(AUDIENCE BOOING) Hold it, Stu." "And here comes the champion now, Clubber Lang." "Listen to this crowd." "NAHAN:" "Take a look at those eyes." "I've never seen a guy with such sullen eyes." "He is tough." "Clubber, go back where you came from!" "BALDWIN:" "He even belted a spectator on the way in." "Did you see that?" "Look at that man." "Boy, awesome." "Awesome!" "Man, he's tough." "Look at that." "BALDWIN:" "Clubber Lang, the heavyweight champion of the world." "Keep it loose, keep it loose." "Hey, fool, you ready for another beating?" "You should've never came back." "Don't look at him." "Let's just be cool." "Hey, boy." "Hey, boy." "After I crucify him, you're next." "Just stay out of my face, chump." "Don't turn your back on me, sucker!" "NAHAN:" "We got a brawl before the bell!" "Apollo and Clubber go at it." "(BELL DINGING) This ring is ready to explode." "The fight about to officially begin but these guys wanna start now." "Come on!" "Let me go!" "Let me go!" "That's right, I'm gonna get you!" "I'm gonna get you!" "Let him go!" "Come on!" "Let him go!" "I want him!" "I want him!" "I thought you said be cool." "That was cool." "I'm the champ!" "I'm the champ!" "I'll beat you like I did last time!" "You won't have to look to find me." "I'm here." "ANNOUNCER:" "Ladies, gentlemen and boxing fans around the world, welcome to Madison Square Garden and tonight's heavyweight championship of the world." "(PEOPLE CHEERING)" "BALDWIN:" "Oh, this crowd is ready tonight." "ANNOUNCER:" "Out of the red corner, the challenger, weighing 191 pounds from the fighting city of Philadelphia, the former heavyweight champion of the world, the Italian Stallion, Rocky Balboa!" "(PEOPLE CLAPPING)" "(GRUNTING)" "NAHAN:" "I'll tell you something." "He has so slimmed down." "He looks like a middleweight." "(BELL DINGS)" "Out of the blue corner, weighing 237 pounds, the hard-punching battler from Chicago, the reigning heavyweight champion of the world," "Clubber Lang!" "(AUDIENCE BOOING)" "Referee Lou Filippo." "Okay, boys, let's go." "We went over the rules yesterday." "I'm just going to repeat a few of them." "Let's watch the low blows and the rabbit punches." "In case of a knockdown, you go to the corner I tell you to and you stay there until I tell you to come out." "Is that understood?" "Any questions?" "Okay." "Let's go back to your corner now." "Let's go." "I'm gonna bust you up." "Go for it." "NAHAN:" "Well, here we go." "The war is on." "We're just waiting for the bell." "Take my belt off." "I'm gonna get that chump." "Don't let this bum let you fight his fight." "You're the best!" "You're the best!" "(GRUNTS) TRAINER:" "Here you go, champ." "(ALARM BUZZING)" "Rhythm and power, rhythm and power." "(CROWD CHANTING)" "Keep that jab up." "Thanks." "AUDIENCE: (CHANTING) Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "Rocky!" "ANNOUNCER:" "Are we ready for round one now?" "NAHAN:" "Should be a great fight." "(BELL DINGS) And here we go." "And he goes right out of his corner after Clubber Lang!" "He's throwing rights and lefts into Clubber's face." "What a start of a fight here!" "BALDWIN:" "Another jab." "Another jab." "(EXCLAIMS) And another!" "This is not the Rocky we expected!" "He looks fantastic." "He's fighting more like Apollo Creed." "NAHAN:" "Another right!" "A right!" "Look at that, right and left to the head!" "BALDWIN:" "Clubber Lang doesn't know what's happening right now." "He's being stung by this style." "Look at the shots he's taking." "(PEOPLE SHOUTING)" "I can't believe I'm saying this, but he can't corner the fleet-footed challenger." "It's absolutely unbelievable!" "Come on, is that the hardest you can hit?" "Bring it to me!" "Come on!" "Hit me!" "NAHAN:" "That right hand is just like a trip hammer." "Rock, tie him up!" "Bring it to me." "Come on." "(CROWD BOOING)" "REFEREE:" "Break it up." "Get back." "Get back." "Come on." "Get back." "NAHAN:" "Tough first round." "Tough first round." "It is Rocky with a couple of rights and lefts, right to the head of Lang." "Get off!" "Get off!" "Now it's Lang coming back!" "BALDWIN:" "This crowd is going absolutely wild!" "(MEN SHOUTING)" "(CROWD CHEERING)" "There's a good left-right combination by Rocky." "And a good left hand." "Go!" "(MEN SHOUTING)" "NAHAN:" "This is Rocky Balboa's night." "(BELL DINGING)" "(MEN SHOUTING)" "BALDWIN:" "Getting him back to his corner." "We've got pandemonium in the ring at the end of round one." "(YELLS) They're holding Lang back." "Lang wants more." "He can't realize that the round is over." "He's trying to get back to Rocky." "All right, all right, you look great." "Just don't get crazy and we're home." "(GRUNTS)" "I'll kill you, man!" "The man's strong." "Tell me when's the next round." "I'm gonna kill him!" "I'm gonna kill him!" "I'm gonna kill him!" "Now, he's gonna come hard, right?" "Yeah." "TRAINER:" "You keep crowding him." "Don't give him a chance to set." "APOLLO:" "Counter and move." "Counter and move." "Counter and move." "NAHAN:" "And he had Lang at his mercy." "BALDWIN:" "I don't think Lang knew what hit him there in this whole first round." "(BELL DINGS) Here we go now." "The bell for round two." "Now it's Lang coming out for Rocky at the starting of round two." "Here he comes back, but Rocky is still landing those rights and lefts." "Right now in the center of the ring, a right to the head." "Another right to the head." "He's really setting him up." "A right!" "Right!" "Right!" "Five unanswered shots!" "Kill him!" "Kill him!" "Get out of there!" "CLUBBER:" "Get back there!" "All right!" "All right!" "APOLLO:" "Get him off of him!" "REFEREE:" "Let's go now!" "Come on, break it up!" "Break it up!" "What are you doing?" "Come on!" "Come on, Balboa!" "Come on." "I'm gonna give it to you!" "Get those feet moving!" "Get your hands up!" "Come on, Rock!" "(EXCLAIMS) That right hand hurt Rocky again." "What a fight!" "BALDWIN:" "He's got him cornered." "Balboa's a little in trouble now." "Hold him, damn it!" "Hold him!" "Come on, Rocky, come on!" "BALDWIN:" "This is Clubber's round so far." "Lang's taken momentum here." "He's railing away at Balboa." "And Balboa is down!" "You think you're bad?" "Get up." "Get up, damn it!" "Come on!" "Come on!" "Five." "BALDWIN:" "Can he get up?" "Can he get up?" "He's in trouble, but he's up." "REFEREE:" "Six." "Seven." "Here comes Clubber again." "Lang with the left hand." "Lang with another left and now a right." "A right!" "Another right!" "A right!" "Another right!" "And down goes Balboa again." "Stop the fight." "CLUBBER:" "You better stay down." "I got some moves if you get up." "I got a lot of moves." "I got a lot of moves." "Come on." "BALDWIN:" "Here we go again." "Clubber coming into him." "Come on, come on, fool." "(MEN GRUNTING)" "(BELL DINGING) You ain't so bad." "You ain't so bad." "You ain't so bad." "Come on." "You ain't so bad." "You ain't nothing." "CLUBBER:" "You must be crazy or something!" "I'm crazy?" "Yeah, I may be..." "You're just a stupid fool!" "...but I ain't breathing heavy." "He's a fool." "He's stupid." "How could he come back from a beating like that?" "What the hell are you doing?" "What the hell are you doing?" "Look, it's strategy, that's all." "I know what I'm doing." "No, you don't know what you're doing!" "He's gotta come to you." "You're the champ." "He's nothing." "He's mine." "You stand toe-to-toe with this bum and he'll kill you!" "It doesn't take a man to stand there and get their head beat off!" "Don't..." "He's getting tired." "He's getting tired." "Don't go wasting your punches." "You're the champ." "Don't try to take him out with one punch!" "Use your head." "Now, you wear him down." "He's all ours." "I know what I'm doing, I swear." "I know what I'm doing." "Don't tell me what you think!" "Go out there and do it, Rock." "Eye of the tiger." "You understand?" "(ALARM SOUNDING) Yeah." "Go out there and knock his head off." "He's just a man, Rock." "He's just a man." "Be more man than him!" "Go get him." "Eye of the tiger!" "Eye of the tiger!" "(BELL DINGS) DUKE:" "Up and down." "Side to side." "BALDWIN:" "All right, this is the beginning of round three." "Tough rounds to call right now." "This is a little slower in the start." "It's my round." "It's my round." "I'm gonna take you this time." "I'm gonna take you." "You're mine." "You're mine." "Come on." "Come on." "I'm gonna get you." "I'm gonna get you." "And Rocky throws him three rights to the head and a left." "He is back." "He's your heavyweight." "(MEN GRUNTING)" "Rock, get out of there!" "Get out!" "A sharp left-hand right to the head." "Get out of there!" "Come on." "Stick him!" "Stick him!" "Come on!" "Come on!" "Come on!" "Again, again!" "He's getting killed." "Oh, no, no, no." "He's not getting killed, he's getting mad!" "Come on, whole world's watching." "Knock me out." "Come on, knock me out." "Come on, harder." "Hit me hard." "Hit me harder." "Come on!" "No!" "Get out of there!" "Rocky!" "Come on, Rock." "Hands up, Rock." "Yeah." "My mother hits harder than that." "Come on." "A little harder." "A little harder, champ." "In the face." "Come on." "Again, come on, champ." "Again, come on, champ." "You ain't so bad!" "You ain't nothing!" "You ain't nothing!" "Rocky!" "Rocky!" "(CROWD CHEERING)" "BALDWIN:" "I might believe the strategy now." "He's making Clubber Lang miss now." "You see how he drew him in?" "Now Rocky's throwing the punches!" "(COMMENTATORS CHATTERING)" "Look at that!" "He's lifting him right off the canvas with those powerful punches to the ribs." "He's coming." "He's completely psyched-out this guy." "NAHAN:" "Lang has got to be confused by all of this." "Look at the condition Balboa is in right now." "Look at the condition." "Somehow he's roared back." "And Lang doesn't know how to defend himself." "PAULIE:" "Harder punches!" "Now!" "What a comeback by Balboa!" "Come on." "Come on." "Come on." "Come on." "Come on." "Come on!" "Yeah!" "(CROWD APPLAUDING)" "BALDWIN:" "The place has gone bananas!" "It's a tremendous comeback!" "Get up!" "Five." "Six." "Seven." "Seven." "Eight." "Nine." "Nine." "Ten." "You're out!" "BALDWIN:" "The new heavyweight champion again!" "He's down on the floor in ecstasy!" "Bowing, praying there, beating the floor!" "And there he is, the new heavyweight champion of the world," "Rocky Balboa!" "Rocky is exhausted!" "ROCKY:" "We did it!" "ANNOUNCER:" "Ladies and gentlemen, the winner by knockout..." "Are you all right?" "Never better." "Never better." "Once again the heavyweight champion of the world, the Italian Stallion, Rocky Balboa!" "(CROWD CHEERING)" "APOLLO:" "Come on, come on!" "We made a deal." "APOLLO:" "Come on, come on!" "We made a deal." "ROCKY:" "I know, but this is extremely crazy." "Yeah, it's mentally irregular, right?" "Yeah." "But it makes all the sense in the world." "You owe me a favor." "I know, but when did you think of this?" "About three years ago." "This is very crazy, Apollo." "Look, Stallion." "Now look, when you won that last fight, you won by one second." "You beat me by one second." "One second." "That's very hard for a man of my intelligence to handle." "Is it?" "But didn't you say after I beat you, you learned how to live with it?" "I lied." "Oh, you lied." "(BOTH LAUGHING)" "So now you just gotta prove it to yourself?" "Just for myself." "No TV, no newspapers, just you and me." "Nothing." "Just you and me." "Age before beauty." "Anything you say, Stallion." "I'll do all the work, okay." "I'll tell you, Apollo, you better go slow because you ain't as young as springtime anymore." "I'm still young enough to whip your butt, Stallion." "Oh, yeah?" "Well, how you gonna do that?" "You taught me everything you know." "Almost everything." "You gotta remember now, you fight great, but I'm a great fighter." "You ready?" "Absolutely." "All right." "You know, Stallion, it's too bad we gotta get old, huh?" "(LAUGHING)" "Just keep punching, Apollo." "Wanna ring the bell?" "All right." "Ding, ding." "Come on, Stallion." "Come on." "Come on." "Boy, you really move good for an older guy." "You're looking good, Stallion." "I taught you well." "I think you taught me too good." "Looking fly." "Look out now." "No, no." "You don't want any of this." "Come on." "Come on." "Maybe I'm in here with the wrong guy." "Come on, watch yourself." "Ready?" "(BELL DINGS)" "(MAN SINGING) It's the eye of the tiger It's the thrill of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And the last known survivor stalks his prey in the night" "And he's watchin' us all with the eye of the tiger" "Risin' up back on the street" "Did my time, took my chances" "Went the distance, now I'm back on my feet" "Just a man and his will to survive" "So many times, it happens too fast" "You trade your passion for glory" "Don't lose your grip on the dreams of the past" "You must fight just to keep them alive" "It's the eye of the tiger It's the thrill of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all with the eye of the tiger" "Face to face, out in the heat" "Hangin' tough, stayin' hungry" "They stack the odds till we take to the street" "For we kill with the skill to survive" "It's the eye of the tiger It's the thrill of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all with the eye of the tiger" "Risin' up, straight to the top" "Have the guts, got the glory" "Went the distance, now I'm not gonna stop" "Just a man and his will to survive" "It's the eye of the tiger It's the thrill of the fight" "Risin' up to the challenge of our rival" "And the last known survivor stalks his prey in the night" "And he's watchin' us all with the eye" "Of the tiger" "The eye of the tiger" "The eye of the tiger"