Matilda (1978) - full transcript

[boat horn blowing]

["When I'm with You, I'm
Feelin' Good" by Carol Connors]

♪ When I'm with you

♪ Everyday is a brand new day

♪ When I'm with you

♪ It's my dreams are
coming true day ♪

♪ Good morning, world

♪ Don't you know the
sunshine's shining ♪

♪ When I'm with you, I'm
feeling good ♪

♪ When I'm with you

♪ Doesn't matter
where I'm going ♪



♪ When I'm with you

♪ I can't keep my love
from showing ♪

♪ Talking to trees

♪ Spending time with flowers

♪ When I'm with you, I'm
feeling good ♪

♪ Let us sail on past
the morning ♪

♪ Cross the water with the
sunshine on our dreams ♪

♪ With the sunshine
on our dreams ♪

♪ When I'm with you

♪ I think you think I'm clever

♪ When I'm with you

♪ This could go on for forever

♪ Smiling down clouds

♪ Dodging in and out
of rainbows ♪



♪ When I'm with you, I'm
feeling good ♪

♪ When I'm with you

♪ I try to make each
minute longer ♪

♪ When I'm with you

♪ Your love makes me
much stronger ♪

♪ I can carry your dreams

♪ Hold you in my arms forever

♪ When I'm with you, I'm
feeling good ♪

[honking]

[lock clicking]

- Come in.

Just let me put my bicycle
down and get things started

and then we can talk.

All right?

The name's Billy Baker and
this is my pub.

You can call me "The Kid,"
if you like.

That's the name I go under.

That was my fighting name.

109 fights and I
only lost three.

And they weren't the
last three either.

I was Welterweight Champion
of the British Isles

and I fought them all.

Charlie Madden,

Ruben Murillo and...

earned these ships.

But the greatest fighter I
ever stepped into a ring with

was this one.

Matilda.
[somber music]

That's right.

A kangaroo.

You know,

if God created man and beast,

then I'd have to say,

he gave Matlida the most
extraordinary talent.

More than any other
fighter that ever lived.

[somber music]

People think that
ex-fighters like me

end up owning pubs like this.

But it's not true.

In fact,

most of us end up not being
able to pay for our own drinks.

[pleasant music]

Matilda got me this.

Like he got everything for
everyone that ever knew him.

Seems like only yesterday
when me and Matilda

arrived in America.

Times were hard.

We were hungry.

And I'll tell you,

New York isn't a place
to be hungry.

[screaming]

[police sirens alarming]

I tried explaining Matilda
was just loving him.

But the poor bloke
was scared stiff

when there was no
calming anybody down.

[pleasant music]

[police siren alarming]

[car horns honking]

I didn't know what to do.

I was desperate.

They carted Matilda off
to a dog jail.

Then I saw in this show
business paper

a little advertisement
on the bottom of the page

that said, "Book with Bernie."

[horn honking]

But it was me only hope.

[horn honking]

[upbeat music]

- Lee don't give no
exhibition in Toledo

for that kind of money.

You tell Carter not to call
me till he triples the money,

and even then I ain't
guaranteeing nothing.

What do you got, a tape worm?

No, no, not you.

Forget it.

And tell Carter, next
time he calls me at lunch,

make sure I ain't eaten.

[phone ringing]

- Hello, Book with Bernie.

A knife throwing act, Mr.
Matson?

Sure I got it, the greatest!

You never saw one like it.

It's like everybody's hair is
standing up when they see it.

You've seen a lot of knife
throwing acts, Mr. Matson,

but never one where the
man's blindfolded,

the girl spins on a wheel.

The lights go out.

He got flaming torches
at the end of the knives

and the last one he
throws at her

got a firework inside
which goes off!

And when the lights come up,

she got an American flag
over her head!

It's stupendous!

[phone clicking]

He loved it!

- You wanna know something?

You're dangerous.

I mean, only a bent mind would
think up an act like that.

A broad on a flag with a wheel.

- What are you, an impresario?

- No, I'm the guy who pays
the rent, your brother-in-law.

The money you owe me, remember?

- How could I forgot?

You remind me five times a day.

- There's one thing I can't
stand and that's a person

who don't appreciate what
another person has done for him!

Remember?

- [Both] From the first
day I married your sister,

I took you in 'cause you
was an orphan.

I felt sorry 'cause you--

- "Were such a young kid to
lose your mother and father."

You abused my sister
and never let her forget

that you were giving
me a free room!

- Look, buddy, let's
cut this out.

Let's stop being polite
to each other.

Now I'll spell it out for
you so you'll understand.

You are, always were and
always will be a loser!

- [Both] With a capital "L."

- So do me a favor.

Pack this show business in.

Get yourself a steady job

because your kind of
show business is over!

O-V-E-R!

Through!

- Speaking of over,
boxing is so crooked,

it's one step away
from wrestling.

Nobody cares about it anymore!

- They care about me.

Don't they, Pinky?

- Certainly, certainly, Champ.

You're a public idol,
they love you.

- Don't make me laugh, you
ain't had one fight this year.

Pinky's dodging every
serious contender.

- What're you now, a
boxing authority?!

- I don't have to be.

It says so right here in
Duke Parkhurst's column.

- Duke Parkhurst.

What is this Parkhurst?

A two-bit sports writer,
can't put on his shoes.

- Yeah, that's right,
he's a bum.

- Mr. Parkhurst just
happens to be

the most influential
sports writer in the world.

- What are you now, his
publicity agent?

[knocking]

Yeah?

You looking for something?

- The name's Billy Baker.

Former Welterweight Champion
of the British Isles.

Known as "the Burmazi Kid"

- Sorry, we ain't
hiring no seconds.

- Have I the honor of
address Mr. Bernie Bonnelli?

- Mr. Bonnelli?

Oh, this here is Mr. Bonnelli.

The biggest
impresario in New York.

- Pleased to make your
acquaintance, sir.

So to speak, I've come
on a matter of business.

Allow me to introduce myself.

Billy Baker,

known at home and abroad
as "the Burmazi Kid."

- I'm pleased to meet you, Mr.
Baker,

but you see, I've got
nothing to do with boxing.

I just book acts.

- But I have an act, sir.

Me and Matilda.

- Matilda?

What kind of act do you do?

- We've got the greatest
boxing act in the world, sir.

- You box a lady?

- Oh no, Matilda isn't a lady.

He's a "he."

He's the greatest boxing
roo in the world.

- A what?

- A roo.

A kangaroo.

- Oh.

- A roo!

A boxing kangaroo, governor.

[laughing]

- I had a pair of slippers
once made out of kangaroo.

- Nobody's buying
animal acts today.

Maybe six months from now.

- Well it's not just an act,
sir.

Matilda is the greatest
boxer in the world.

Well, no fighter has ever gone
more than two round with him.

- Sign him, buddy.

He's the first guy I ever met

who's even a bigger
loser than you.

I can't stand it anymore.

Come on, Champ.

[laughing]

A roo.

A boxing kangaroo.

- Look at those sad, lonely eyes

full of expressions of love.

He's in a dog jail now,
just at this minute.

He's like a son to me, Mr.
Bonnelli.

He's all I've got in the world.

- Look, Mr. Baker,

I'm sorry, I wish I could
help you but, you see,

the fact is, I can barely
help myself nowadays.

I'm sorry.

[somber music]

- No.

No.

I couldn't eat knowing

Matilda's starving in a
prison somewhere.

[somber music]

[tires screeching]

- Hey!

You wanna pay?

- Keep it running, we'll
be out in a minute.

Excuse me, lady.

- You won't be sorry for this,
Mr. Bernie.

I promise you that, I promise.

- Hello, I'd like to...

Sir?

Sir?

Hello, could you help us,
please?

Mister, sir?

Hello?

- Mister, officer, officer,

I've come for my kangaroo,
Matilda.

- Did you now?

We get a lot of kangaroos here,
hundreds.

- Mister,

would you look at it, please?

Please, please, will
you look at it?

- Which one's yours?

- Well, he's about as...

Well, he's about as
big as you are.

But he's got the most
beautiful grayish fur.

- Look, bub, we got
enough weird animals

around here already.

Maybe you two better
be moving on

before I run you in for
disturbing the peace!

- Eddie!

Eddie, these people are serious.

They love their pet as well
as you love your children.

- I hate my children, Smith.

What's with that kangaroo?

- You're right, ma'am, that
kangaroo is like a son to him

and me.

- They're checking to
see who got gassed today.

- Gassed?

- Gassed?

- If anything happened to
this man's son,

we'll sue everybody!

The city, the state!

- No, no, the worst that
could've happened

is they've taken him to the zoo.

- A zoo?

But...

But Matilda isn't a wild animal.

- You guys think you
can take an innocent kid

and throw him behind bars?

No way!

- Eddie, you see, that's
exactly what I'm talking about.

You're not only totally

insensitive to animals
but people,

these are people
and they have feelings.

- Yeah, we have feelings.

By the way, my name is Bonnelli,

Bernie Bonnelli.

I'm a theatrical agent.

- Why, I'm Kathleen
Smith and I've worked for

the Association For the

Prevention of Cruelty
to Animals.

- Oh.

- [Billy] That's him!

That's Matilda.

They found him!

- Okay, wise guys.

Come and get that
kangaroo out of here

and get him out of here
but quick or we'll gas him.

He just boxed one of out
guys in there.

You better hope he ain't dead.

- He knocked him out?

- Zap, one punch and
poor Stanley,

he awfully had a pounding and
laying on his back smiling.

Out like a light.

- Matilda wouldn't hurt anybody.

He was just playing.

He loves to box.

- [Billy Voiceover] Things
were looking up

until Bernie invited Miss
Smith to watch Matilda box,

then she nearly went bonkers.

- Well I'm very sorry
but I cannot allow this.

- I can't believe this woman.

- I said, I will not
permit this!

- Listen, lady,

I have always suspected
people like you

who do goody-good things
for animals and whatever.

There's something inside
of them, in their lives,

that ain't working.

Something empty.

So fill yourself up with
something besides my marsupial.

[silly music]

- What the hell is that?

- My first wife, come in.

- Look, just forget about it.

Just give me my money
and I'll get out of here.

- Here's an extra 50, come on.

- Hey, what're you guys, a joke?

I've got my meter running
for over an hour now.

- What're you complaining
about, making money?

Here, see?

That's just the tip, okay?

[silly music]

- All right, whatever
she does in that cab,

you guys have to clean up.

- Listen, mister,

that kangaroo is as
clean as you are.

And he can hold his
water like a camel.

[silly music]

- Would I ever lie to you, Mr.
Donohue?

- Don't talk to me like
we met five minutes ago.

I can't remember the last
time you told me the truth.

- Oh, I was just trying
to help Pinky, you know?

Lying to family doesn't count.

But now I'm telling you
for real, Mr. Donohue.

This is the greatest
fighter that ever walked.

Hopped.

- Look,

cut the bologna, Bonnelli,
it ain't necessary.

The only reason I let this
misguided creature in here

is because I like you.

- Thanks, Mr. Donohue.

Okay, let's do it!
[clapping]

- What's happening?

What's going on?

- [Man] He's putting a
little class in the joint.

[bell ringing]

[crowd cheering]

[thudding]

- I gotta make a phone call.

[men shouting]

I can't hear myself
getting rich.

Mr. Matson, am I glad
I found you!

I got good news an bad news.

First the bad news, Mr. Matson.

The knife throwing act is out.

[crowed cheering]

I got a kangaroo.

Yeah, yeah, yeah, an act
with a kangaroo.

A boxing kangaroo, Mr. Matson.

He's undefeated with...

[thudding]

[crowd cheering]

Six straight knockouts!

Listen to me, Mr. Matson,
this show is rated G.

Something for everybody.

I am giving 500 dollars, Mr.
Matson,

500 dollars to anyone
who can stay

two regulation rounds
with my kangaroo!

Of course I'll supply the
500 dollars, Mr. Matson.

Would I be calling you if
I didn't have the money?

My chauffeur is right outside,
Mr. Matson.

We're almost there.

[upbeat music]

- [Driver] I just called
my friend, Duke.

Duke Parkhurst, you
ever hear of him?

Well, he's a sports
writer here in town.

Anyway, he's gonna give
you guys a plug,

you know, mention the kangaroo.

- How long have you
known Parkhurst, Gordon?

- I've been giving him
tips for years.

Huh?

Strictly confidential stuff.

You know, you'd be surprised
what you hear in a cab.

- No, I wouldn't.

Life is really funny, isn't it?

- I don't know what you mean.

- Why do you think, with
all the cabs in New York,

we got into this one?

- Well, he was the only
one who would stop.

- Right.

But why did he stop?

Why did he put his foot
on the break?

- I don't know.

Why did he put his foot
on the break?

- Fate.

Fate!

How else can you explain it?

There we were, you,
me and Matilda,

standing on Broadway on
our way to the big times,

lacking only one thing.

A guy with a lot of style

who could handle a
lot of problems.

- [Billy] We were?

- And screech, this cab pulls
up and who's at the wheel?

- Gordon.

- Gordon Baum, right!

Someone sent him to us.

Gordon, how would you like
to be in business with us?

[laughing]

To have responsibilities
for a champion, Gordon,

a real star.

You own five percent of Matilda

and you get to see your
name in the press.

- Listen, I'm not interested
in any other businesses.

- Gordon, this isn't any
other businesses.

It's show business.

[exciting instrumental music]

[horn honking]

No, no, no.

You wait in the car.

Wait in the car.

I'm just going inside for a
minute to see my financier.

[pleasant piano music]

Ah, flowers.

♪ I'm irresponsibly mad

♪ For you

♪ For you

♪ For

♪ You

- For you.

- Oh, you shouldn't have.
- Yeah!

[clapping]

Bravo!

[people chattering]

- They're plastic.

- I know, they'll last longer.

Well, baby, it's
finally happened.

I had to come tell you myself.

- What?

- The big time.

The whole enchilada.

The Hollywood Bowl.

I am introducing you to
the coast myself.

- Oh, I knew it, Bernie.

I never doubted you, even
when all my friends said

all those bad things about you.

Oh, Bernie, you're the best
agent in the whole world.

- First there's this other
deal I got to put to bed.

- Really, what deal?

- Tanya, my sweet,

the gods have smiled upon us.

They have given us Matilda!

- Matilda!

- Matilda, my dear,
is a fighter.

The greatest fighter
in the world!

- A fighter?

But I wanna sing in Hollywood,
not Madison Square Garden.

- Tanya, believe me, this
is your ticket to greatness.

If I didn't think so, I'd
never take the 500 dollars.

- 500 dollars?

What 500 dollars?

- Don't worry, it's nothing.

It's just an advance
on next week's salary.

I'll get it from Sabuncakis.

You got two points in Matilda.

Think Hollywood.

- "Think Hollywood."

- Hey, that's Lee Dockerty
over there, isn't it?

What's he doing here?

- Oh yeah.

I don't know, how comes
in here everyday,

eyeballing me and sitting
there behind those dark glasses

and drinking beer.

- Tonya, you be nice to him.

You're gonna go out
with him tonight.

[whispering]

- Uh huh.

[pleasant music]

- We're in!

Come on, hit it.

All I need now is a boxing
license from the commissioner.

- [Gordon] Buffalo Bill?

Wildman?

He ain't gonna give you no
boxing license,

that crazy cowboy.

[Gordon laughing]

- [Bernie] Just stop at
a western store first.

I'll take care of all the rest.

- What part of Arizona
you say you're from?

- Family's got a spread
outside of Wickenburg.

- Well, what can I do for you?

- I need a license.

Billy's got a match
tomorrow night

and I want everything I
proper accord

with the high standards
of your office.

- Well, son, boxing's
been my life.

Anybody come around here
messing with the rules

trying to bust 'em gonna
have to answer to me.

- Commissioner, this
fight will be a credit

to you and the profession.

It's a classic battle between
experience against strength.

- Oh, you mean the other
boy is strong, huh?

- Matilda, he's an animal.

- Well, the champ, here,
looks looks like he's

about ready to ride
into the sunset.

- Oh, Billy, here, is
still a howling coyote.

Right, partner?

Woo!

- This fella, Matilda,

that's a strange name for a boy.

- Partner, he's a
wild-fighting critter.

He's a tough western boy.

Heck, fuzzy!

Woo!

- Well, heck fuzzy yourself!

With a name like Matilda,

he must've been
fighting all his life.

Unless he's strange.

Strange, if you know
what I mean?

[carnival music]

- [Announcer] Matson's
Monster Carnival

is proud to present
our feature attraction!

- If you brought me out here
on a wild goose chase, Gordon,

so help me, I'll take you apart.

- Mr. Parkhurst, have I
ever give you a bad tip?

I'm telling you, Dockerty
is gonna be here tonight.

Fighting.

- That is absolutely
preposterous.

[crowd commotion]

- Hurry, hurry, step right
up, ladies and gentlemen

and see the wild only
boxing kangaroo,

as trained by Captain
Billy Baker,

"the Burmazi Kid,"

the Champion of all of
the British Isles!

Ladies and gentlemen!

Matson's Monster Carnival

is very proud to present

our feature attraction!

Captain Billy Baker

and the one and only Matilda!

[crowd applauding]

Matilda will put on
an exhibition

unparalleled in the
anales of pugilism!

- It's almost human.

Just like I told you, huh, Mr.
Parkhurst?

I mean, your eyes don't lie,
look at it!

[thudding]

[crowd cheering]

[clapping]

- Now,

for the coup de gras!

The special event of the night!

Matson's Monster Carnival

will give to anyone,

anyone that wants to
come up into this ring

and go two rounds with Matilda
without being knocked down,

we will give them 500 dollars.

[crowd cheering]

500 dollars!

Matson's Carnival will
accept no responsibility

for injury or death!

So, if you wanna fight...
[booing]

If you wanna fight, you
gotta come up into the ring

and sign a release!

- This must be a fake.

Tell 'em champ, they'll
listen to you, tell 'em!

- This is a setup!

- Do I gather that you
are challenging Matilda?!

- You bet your sweet
patootie I am!

- I don't believe it.

He's signing to fight
that kangaroo

and he wouldn't fight
Cyclone Roberts.

[crowd applauding]

What a woman can get
a man to do.

[laughing]

- The last one to get
knocked down

must go to the farthest
corner, remain there until--

- That's the Heavyweight
Champion of the world.

You didn't tell me Matilda
would have to fight him.

- Relax, kid, everything's
gonna be all right.

- But he's all I've got.

- All right, shake hands!

- I don't want to let
him get hurt.

[applauding]

[Matilda whimpering]

I'm sorry, I didn't know.

[bell ringing]

[crowd cheering]

[swishing]

[thudding]

[crowd cheering]

- Whoa!

- Two!

Three!

Four!

[crowd cheering]

- [Billy Voiceover] Nobody
in the boxing world knew

that a big underworld
boss called Uncle Nono

owned the champ, Lee Dockerty.

He didn't like what
had happened.

- "Don't kiss me again!

"Your corespondent
witnessed an example of this

"when dropping Lee
Dockerty for the count.

"Matilda, deposited a moist kiss

"full on Lee's mouth.

"His trainer

"refers to it as the
kiss of death

"and prepares to...

[door thudding]

"And prepares to sweep
up the remains

"with its recipient.

[dramatic music]

"Matilda of Australia,
new Heavyweight Champion,

"knocked out title
holder Lee Dockerty

"in 37 seconds of the
first round!"

Then after stating

that Dockerty's manager
was not present,

Parkhurst hails the new champion

a boxer, a fighter

a kangaroo!

Ayuadame.

Ayuadame, help me, help me.

[sighing]

This does not make
Nono very happy.

- Listen, boss.

- Why did you let Dockerty
out of your sight?

That's what you're
being paid for.

To see that Parkhurst does
not get another chance

to write this kind of junk!

[snapping]

- [Gangster] Senor Macante.

- Boss,

please, please, believe me.

I didn't know that he
was desperate for a girl.

- [Gangster] And you!

Where were you?!

- Hey, I figured Pinky knew.

He works in the same
office with Bernie.

- I work for the same office?

That idiot is my brother-in-law,

otherwise I would've
thrown him out years ago!

You see, he was an orphan.

He never had a shot in
life and I was gonna give--

[yelling foreign language]

Dockerty gets flattened.

Macante thought this!

Your sister's brother
is an orphan

and he never got his shot!

Why is this?!

Imbeciles!

[yelling foreign word]

I'll tell you,

the next time this kind
of thing happens again,

all of your kids are gonna be
orphans, is that understood?

[foreboding music]

- Well, you're my lawyer,
do something!

What're you doing?

- I'm throwing your junk
out of my office!

You, Bernie Bonnelli,
are a Judas!

- Marty, stay right
there, I'll call you back.

[ominous music]

[muffled speaking on phone]

Would you mind explaining
the meaning of this?

- The meaning is simple.

I'm gonna kill you.

- Wait, the boss don't
want no one hit.

- Shut up, you nitwit!

- Listen, don't scare
me with your numbers.

Bernie don't scare!

This is ridiculous, you
can't put this stuff

out here in the hallway
and just leave it!

- We're not!

We're gonna burn it with
you on the top!

- Be nice or I won't give
you a rematch.

- What do you mean, rematch?!

There was never a match.

It was only some dopey
publicity stunt you dreamed up!

- Yeah!

- Be careful, Bernie!

You are getting the
wrong peoples mad.

[foreboding music]

[office commotion]

- What's Parkhurst
wanna see me about?

- I don't know but when
Parkhurst wants to see you,

you go, not later, not
tomorrow but now.

- If it's important, it's
gotta be something good, right?

- Hello, Betty.

This is Bernie Bonnelli.

Mr. Parkhurst wants to see him.

- He's waiting, please go in.

Gordon, Mr. Parkhurst wants
to see him in private.

- Sit down.

- I'm Bernie Bonnelli.

Matilda's manager.

- Yeah, I know who you are,
that's why you're here.

- Okay, what do you want?

- Do you know who owns Dockerty?

- Pinky Schwab and a
couple other guys.

- Pink Schwab is just one
step below of being a moron.

Uncle Nono owns Dockerty, kid.

He's the biggest gangster
in the United States

and I'm going to put him
put of boxing for good.

- What's that gotta do with me?

- You and Billy Baker
have a good thing going

with Matilda right now but so
far it's just a circus act.

But I'm going to make it better.

You do what I tell you,

you'll make money and I'll
get Uncle Nono.

- I got a feeling you
get Nono, I get buried.

- That's the gamble
you're gonna have to take

if you wanna make a
million bucks.

- A million bucks?!

- That's what it's worth

to get Dockerty in the
ring with Matilda.

You interested?

- Is Rolls interested in Royce?

- Okay.

Now you arrange the fights,

I write about them.

Nobody knows about our deal.

So when Nono comes down on you,

you keep your mouth
shut, you don't call me.

We understand each other?

- You got yourself a deal, Mr.
Parkhurst.

- Oh, incidentally,
very important,

you take care of Kathleen
Smith and the ASPCA first.

I hear on the grape vine that
she's taking you to court.

- She is being taken care
of immediately.

- [Gordon] Are you sure
this is the place?

- [Bernie] Sure I'm sure,
can't you read English?

- [Gordon] Don't get mad,
I'm only asking.

[dogs whimpering]

[dogs barking]

- Come on, come on, good dogs.

Come on, come on, come on.

Come on, sweetie.

Hey.

Come on, come one,
what a nice dog.

[dogs barking]

- Come on, Charlie.

[dogs barking]

- Hi!

Fancy meeting you out here.

Do you live here?

I walk down this
street every day.

Hello.

- How nice, Mr. Bonnelli.

- This is the part of the
day I always look forward to,

to be with my animals.

They're mostly strays
I picked up.

I can't stand to see an
animal suffer.

- Mr. Bonnelli, why do I
get this feeling

there's something you're
trying so hard to tell me?

- Miss Smith, you've
got me wrong.

When I wanna tell
somebody something,

I tell them straight out.

Like the whole Matilda thing.

Do you really think
that I would ever, ever

let anybody hurt him?

I mean, that kangaroo's
like family to me.

- Family?

People don't exploit
their family.

- But who's exploiting anybody?

Do you think anyone can
teach a kangaroo to fight?

No way, it's a natural thing.

It's their sex drive.

God gave it to them just
like He gave it to us.

They fight and we...

How tall are you?

- What?

- I mean, you sure got long
legs for a lady your size,

you know that?

[dogs barking]

- My injunction is
going to stand.

Matilda is not going
to fight again.

Will you excuse me, please?

- Miss Smith, listen to me!

[dogs barking]

Ow, ow, ow!

Oh, you bit me, ow!

[Gordon laughing]

- Sit down.

Come on, sit.

Here, hold Charlie.

Let's take the shoe off.

No, we must take the shoe off

to see if the skin is broke.

- No, it's nothing, really.

[dogs barking]

- My goodness.

Why am I so disappointed

that you are not bleeding, Mr.
Bonnelli?

- What?

- You know, it's just amazing
that for a man your size,

your legs are so ugly.

That must do terrible
things for your ego.

Can I have Charlie, please?

- What are you, some
kind of sadist working

for the Prevention of
Cruelty for Animals?

- I can tell you this,
I've never been so inspired

to stop anyone as I am now, Mr.
Bonnelli.

[dog whimpering]

Oh,

here boys.

Here, fellas.

Fetch!

[dogs barking]

- What're you doing?

What're you, crazy?!

- Fetch, Bonnelli.

Fetch.

[dogs whimpering]

[dogs barking]

- You know what that was
all about, don't you?

- Yeah, guess she didn't
go for it, huh?

- You think she really cares
about stopping a fight?

That's her way to
sticking it to my life

and you know something?

I don't think she can fight
it, what do you think of that?

[dogs barking]

Ugly legs.

- Who?

- Well Miss Smith is gonna
have to learn the hard way.

No more Mr. Nice Guy!

We'll be gone, fighting
around the country,

while my long-legged
friend spends her life

trying to get an
injunction against us

in every state in the Union.

Gordon, partner,

you ever think of
selling this cab?

[upbeat music]

- [Billy Voiceover] For
the next six months,

we crisscrossed the
United States taking on

every contender for the title.

Slowly working our way
to a championship fight.

We went to some very
strange places.

Tuskaloosa, Chattanooga.

Tallahassee,

Albuquerque,

Indianapolis,

Minneapolis.

We had seven fights

and Matilda killed 'em
all in the first round.

It was very tiring but
it was all happy

being one family, so to speak.

Bernie, bless his heart,

was saving some money for us all

but he always insisted, even
though we didn't spend a lot,

we always ate good.

- Thanks.

- Oh, just a minute, sir.

- Oh.

That's a sundae for Matilda.

- Thank you, come back again.

[upbeat music]

[children laughing]

[Matilda chirping]

- [Girl] I want chocolate.

- Hello.

What're you doing?

What are you doing?

- Do you really think you could
stop me by leaving New York?

- I tried calling to say
goodbye but your phone was busy.

- Oh, well why didn't
you write me a letter?

I got the bill for your shoes.

- Well, those were
Bally loafers.

- Oh, well, they only ate one.

- I'm sorry.

Eat one, you gotta pay for two.

Did you follow me to Oklahoma?

- Don't flatter yourself.

Been down at the state capital
trying to get an injunction

to stop this fight.

- Oh.

- [Kathleen] They
wouldn't grant it.

- Oh.

- I read in the papers

where your next fight is
in Los Angeles.

- Yeah, that's right, why?

- Oh, my brother's the
boxing commissioner

of the state of California.

[pleasant music]

[doorbell buzzing]

Come in!

Just leave it there in
the front room, please.

[pleasant music]

Get out!

- Listen, I want to be friends.

Can we be friends?

- No, get out!

- Most women, when they
come out of the shower

and they're in a bathrobe
and their hair's like that

are supposed to look
pretty but they never do.

You

do.

It's not great but
it's friendly.

Here.

[splashing]

[lips smacking]

It's not great but
it's friendly.

- I never thought that it
was possible to hate anybody

as much as I hate you but I
have achieved the impossible.

When are you gonna give it up?!

- It's great but it's
not friendly.

- I have this curious notion
that you have come up here

to try and tell me something

and you just don't know
quite how to say it.

- I'm not kidding, I
wanna be friends.

- Oh, is it my
irresistible beauty

or does it have something
to do with the fact

that my brother is the head of

the boxing commission
of California?

- The honest answer to that
is "yes to both," why not?

I'm fighting for the life
of a man and a marsupial

that I give a damn about.

Someday, if we really get
to be friends,

I'll tell you about what
I think of the

prevention of cruelty to people.

You keep talking
about marsupials.

Did you happen to see my
English friend

who was once Welterweight
Champion of England?

That's important, lady!

I don't think you understand
how important that is,

that a man who was
Welterweight Champion

is suddenly walking on his
knees starving to death

and has nothing but a one-way
ticket to the poor house.

That might not mean
anything to you

but it means something to me!

Here.

Have a shoe.

I'll send you a bill
in the morning.

[door slamming]

[silly music]

- [Bernardo] Okay, we
throw a net over the beast

and this time we kidnap him!

- [Macante] Even if we
kidnap the kangaroo,

how're we gonna get them
in this trunk?

- He's no bigger than a body.

You, are you sure it's gonna
be here, this kangaroo?

- I told you for the last time,

he comes up and down this trail.

- Well I'm just checking, I
don't want no more trouble!

[men grumbling]

Now go!
- Come on.

- [Bernardo] I hope this
works because if it doesn't,

the boss finds out, it's
concrete Keds for us.

[men arguing]

- Come on, would you
please hurry up?!

- [Bernardo] All right,
all right, all right!

- When I give the signal,
drop it right here!

- All right, we hear you!

Only a moron would try
to kidnap this beast.

This is ridiculous!

[ominous music]

[Matilda cooing]

[thudding]

- Throw it!

What is this beast?

He's killin', he choking me!

Help, he's choke!

[gagging]

- We gotta get Macante out!

- What's the problem?

Simple!

[thudding]
- [Macante] Ow!

Get me out of this!

Ow, you idiot,
what're you doing?!

- Stupid, hit the one
with the big ears!

- I'll hit you in your big ears!

[gagging]

- I'm gonna feel around,

when I don't feel no fur,

Tito's gonna lift up the net
and we're gonna let you out!

Capeesh?!

- All right, get out, get out!

[thudding]

- [Macante] Hey, I'm
still in here!

Hey, you!

- [Bernardo] Move! Move!

Let's get out of here!

Go! Go! Go! Go!

[tires screeching]

[pleasant music]

- Ladies and gentleman,
your attention please,

this is the main event
of the evening.

[crowd cheering]

10 rounds of heavyweight boxing.

Introducing to you first,

at a hundred and 87 pounds,

from Sydney, Australia,
the great Matilda!

[crowd cheering]

And in this corner,

wearing blue trunks with
the gold stripes,

one hundred and 96 and
a half pounds,

from Stillwater, Oklahoma,

the number two champion
in the world,

Cowboy Joe!

[crowd cheering]

[crowd shouting]

[bell ringing]

[thudding]

[crowd cheering]

[upbeat music]

- [Billy] Bernie, I hope
you don't mind,

but when you see Miss Kathleen's
brother, don't upset him.

If we don't get the
license for the fight,

we've come all this way
to California for nothing.

[upbeat music]

- You propose to stage a
ten round fight

between a former
Middleweight Champion,

Cyclone Roberts of Peoria,

and a kangaroo?

- [Bernie] That's right.

- And you're asking us to
issue a license for this?

What do you take us for, Mr.
Bonnelli?

- I'm not talking
anybody for anything.

My fighter, Matilda, ain't
no ordinary kangaroo.

Knocked out Lee Dockerty
and 11 other guys.

He's licensed in 10 states
and is a serious contender

for the championship.

- You won't get a license
in California.

- Why not?

- We'll not allow that kind
of a freak show in this state.

Take your circus and
get out of town.

- I told your sister
and now I'm telling you,

you don't run this world
because you don't own it!

[pleasant music]

Who do those people
think they are?

"Freak show."

I ain't been around
all these years

to have that brother and
sister act stop us now.

Nothing, nothing stops Bonnelli!

Take me to Herman Caplin.

- [Billy] Who's Herman Caplin?

- [Bernie] A friend.

- [Billy] What does he do,
Bernie?

- He runs a big
advertising agency.

[upbeat music]

I did it, I did it, I did it!

We are gonna be on TV.

I sold the television show to
my old friend, Herman Caplin!

- A television show?

- Right!

Matilda boxes Cyclone
on the show.

It's a phony story but
everybody knows

the fight's for real
in the studio

and they get into the ring.

- Oh, Bernie, you're
infinitely special.

- Do you know something?
- What?

- I should've been a
genius or something.

[laughing]

- [Gordon] You mean a TV show

that has the real fight in it,
huh?

That's terrific!

[Gordon laughing]

- All right.

I'm gonna teach you the
advantages of an education.

Come on.

All right.

Now,

here we have our champ,
Dockerty.

Observe.

He is a human being.

He has two legs, huh?

See the dots?

One.

Two.

Repeat.

- [Men] One.

Two.

- All right, now here
we have our kangaroo.

Now, can you tell me
the difference, Macante?

Huh?

- He's got a tail.

[laughing]

- That's beautiful, Macante!

That's beautiful, beautiful!

All right!

But not just a tail,
not just a tail!

Bernardo, what else do you see?

- Yeah,

he's got a long tail.

- No, you stupid...

What else do you see?

- Oh.

He's got skinny legs.

- No, you idiot!

He's got an extra dot!

He's got three dots!

This kangaroo's been
fighting with three dots!

One, two, three!

- [Men] One, two, three.

- While Dockerty's only
fighting with two dots.

One, two.

- [Men] One, two.

- That ain't fair, I'm
gonna call the commissioner.

- And what're you gonna
tell the commissioner?

- About the extra dot.

- No, you stupid!

You cut off the head of a
snake and the body dies.

[thunder rumbling]

You cut off the tail
of a kangaroo

and what happens?

Well, come on, what happens?!

Huh?

He looses his dot.

His extra dot!

He falls down, he can't
fight anymore.

You understand?

Do you understand or am
I talking to myself?!

- Oh yeah, no, we
understand, he falls down!

- Oh!

[ominous music]

[speaking foreign language]

- Boss,

are we really gonna put
out a contract

to cut off the kangaroo's tail?

- Boss.

Please, no disrespect intended.

Who am I gonna get to do this?

A butcher?

- No.

Two of my best men.

Both of you are gonna go
to Los Angeles

and you're gonna chop it off!

[ominous music]

- [Bernie] Miss Smith
thought she was gonna get

her little brother to stop
Bernie Bonnelli, ha, ha!

Well, would you like to
see their faces

when they see Matilda fight
Cyclone on TV, nationwide?!

- [Kathleen
Voiceover] Dear Bernie,

I'm sorry the fight
was called off.

Can I buy you dinner?

Can we be friends?

[pleasant music]

[phone ringing]

- Hello?

- Hello, Billy,

listen, Billy, we
don't eat tonight.

- We don't?

- Together.

I've been invited upstairs
to eat by Miss Smith.

She's feeling guilty and
I'm going to her room now

to make her meal
even more guilty

because she things she
ruined our chances.

Sweet dreams to you, Gordon
and Matilda, goodnight.

[pleasant music]

Forgive me but if the
shoes fits...

[doorbell ringing]

[somber music]

- Come in.

Please, come in.

Are you all right?

Would you like something to eat?

- I don't wanna eat.

- Drink?

Maybe you'd like
something to drink.

- What difference does it make?

- I've never seen you like this.

Your voice is even different.

Here.

Here.

I'll take the shoe.

No, it's all right,
I'll give it back later

and you can take it home.

It's okay.

- I'm a bum again.

I'm on the outside looking in.

I'm nothing.

I'm a loser.

- Oh,

Lord,

Bernie, you're
anything but a loser.

You are the most amazing man
I have ever met in my life.

Oh, Bernie.

I've never seen a man
with such energy.

And I've never seen a man
who tried with all his might

to obtain the impossible.

And, you know,

you know, you almost succeeded.

Don't you realize how
truly great you are?

- I'm not thinking too clearly.

I have a terrible headache.

- Oh, a headache.

[pleasant music]

- As a matter of fact,
my whole neck.

- Oh, your neck?

- And my whole back.

- Your back too?

- Oh yes.

Ah.

Oh.

Oh.

Oh, I'll tell you something,
Miss Smith.

- Yes?

- You're in another world.

You don't understand, I
get a chance like this

once in a lifetime.

It's gone, you don't get two
chances at something like this.

Oh.

Ah.

[pleasant music]

Can I have another drink,
please?

- Sure.

[pleasant instrumental music]

Bernie, I think
you've had enough.

- God, if you only knew
what I have to go though.

I mean, I don't have any money

and Billy's ruined and
Matilda's ruined

and it's all my fault.

- Oh, no.

Bernie, no.

It's the opposite,
absolutely the opposite.

Here, sit up.

Oh, Bernie, it's because
of you that they existed,

that they even had the chance.

They even had the chance.

- But they don't have any
chance anymore, don't you see?

- Oh, no, no.

[shushing]

I think you should just relax.

Just relax for a little while.

Okay?

[pleasant music]

Oh.

That's it.

Just relax.

Relax.

[ominous music]

- Here they come.

Now remember,

when I ask the animal for
his autograph,

you got just enough time
to do what you gotta do.

Think, we get in the car,
we're gone

and the dot's gone.

Capeesh?

- I know what I'm
supposed to do.

[speaking foreign language]

- I'm just checking.

Why you always get upset
about everything?

- When I'm through,

the kangaroo's too.

- I love you.

Excuse me.

Gentlemen?

Excuse me, please, somebody?

I'd like to get his autograph,
please?

It's for my kid.

- [Billy] Oh, oh.

- [Bernardo] I really
would appreciate it.

- Sign here.

[Matilda cooing]

- [Bernardo] Thanks a lot,
really.

I really appreciated that.

- Ah, look at you.

[whooshing]

[groaning]

[smacking]

[Matilda giggling]

- [Billy Voiceover] Bernie's
idea of doing a show

where Matilda fights
Cyclone Roberts

was my debut as an actor.

And if I must say so myself,

it was a milestone in
television history.

- Oh!

- [Both] He's our Matilda

that we saved in the desert
when he was just a little roo.

- [Old Woman] Maybe
he'll pay us back

by fighting that mean
Cyclone Roberts.

- Do you believe this?

Do you believe this?

- Pardon me, ma'am, you
saved his life...

Too.

- [TV Narrator] Dear Matilda
agreed to fight Cyclone Roberts

and give his share of the purse.

- [Announcer] Okay, switch
cameras to the ring.

[crowd shouting]

And here we are, live,
from Olympia Auditorium

where the boxing event
you've all been waiting for

is about to begin!

Matilda vs. Cyclone Roberts!

[bell ringing]

[crowd cheering]

He knows Matilda can hit.

He throws a jab.

Way short.

Cyclone dancing around now.

Cyclone steps up.

Pulls a jab, Matilda comes back.

What a devastating
hook to the head!

Cyclone is down!

The referee is counting

but it's a waste of time.

Cyclone is out cold!

That's it, it's all over.

Once again, Matilda has
stopped his opponent

in the first round!

Listen to that crowd,
they love it!

[glass shattering]

[whooshing]

[glass shattering]

[plane rumbling]

[tires screeching]

[phone ringing]

- Ah, the great Bernie Bonnelli.

The rope burner, the world
beater, the impresario!

- This is Billy Baker,
the Burmazi Kid.

- Glad to know you.

You know, I used to think
you were just a hustler,

but I guess I was wrong.

- Coming from you, that
scares me, what's up?

Why did you have us fly back?

- Good news and bad news.

The championship fight
is on in Reno.

Congratulations.

- Hey! Hey! Hey!

- We've done it, Bernie,
we've done it!

- Bad news is, you're
all working for free.

- [Both] Free?

- You heard me, for free.

Nobody gets anything except

the Free Food Fund for
Hungry Children in New York.

- [Bernie] But what about
hungry trainer

and a hungry manager?

- Listen,

I've been waiting for five years

for the chance to
nail Uncle Nono

and this is the only way
I could make it work.

Give the entire gate to charity.

He had to agree to the
match or else he'd be bared

from ever promoting another
match anywhere in this country.

- Well when did all this happen?

- Just a little while ago.

I figure when things got tough,

the thought of a million
bucks would keep you going.

- Well thank you, we finally
make it over the rainbow

to find out that the
pot's empty!

- Bonnelli, look,

after this fight,
everything is yours.

But for now,

I'm gonna give you a chance
for once in your life

to do the right thing.

Help somebody else.

- What did you ever give away,
Duke?

A few funny lines to some guy
who got his head handed to him

in the loosing end of a fight

so you could sell
some more papers?

Billy, Mr. Parkhurst,
here, knew all the time

that I would go along with it.

He could spot a sucker like me
a mile away, chasing a dream,

but I ain't talking for
you or Matilda.

- Well...

Well, it's whatever you say,
Bernie.

You're the only one that's ever
been nice to Matilda and me.

- It's gonna be Matilda's
toughest fight.

But the man's right about
cleaning up the sport

and helping the kids.

- Well it's all right by
Matilda and me

if you say so, Bernie.

You'd never do
anything wrong to us.

- Mr. Parkhurst,

you've got yourself the fight
of the century to write about.

[upbeat music]

- [Billy Voiceover] We trained
hard from early morning

till late every day.

But the champ was
training hard too.

He was determined Matilda
wouldn't win this fight.

It was gonna be the fight
of Lee Dockerty's life.

Tanya felt badly after what
had happened to Dockerty

at the carnival and she
became Lee's greatest fan.

[upbeat music]
[Matilda grunting]

- [Pinky] Great, champ!

You're looking great.

[Pinky grunting]

[pleasant music]

- He deserves it.

[Matilda cooing]

[somber music]

Everything okay, Harry?

- Fine, Mr. Bonnelli, all
peace and quiet.

- Look, I just came in here

to see if you were all right,
champ.

You funny beast.

Matilda.

Matilda, where are you
coming from, Matilda?

Who made you?

And why?

Why?

Why should you, the most
funny-looking put together

animal in the world,
have this great talent?

Has the spirit of Dempsey and
Sugar Ray entered your body?

But why you, Matilda?

Other kangaroos are in circuses
and zoos and carnivals,

but never, no one, no
one like you.

You're going along with
what started out as a gag

and now laughing your head off?

But whatever it is, there's
something I wanna say.

No matter how we make out,

you and Billy are winners

and for the first
time in my life,

you've made me a winner too.

Thanks.

[Matilda cooing]

[somber music]

[crickets chirping]

- Hey.

- Oh, hello.

Happy to see you.

- How you been?

- Oh, I've been fine,
how are you?

- Everything's fine?

- Yeah, everything is wonderful.

- Bern.

The car.

- Yeah, get in.

- [Bernie] Ha, ha, ha.

- Come on, Bern, in the car.

- [Bernie] This is a nice car.

Are we going for a ride?

- [Bernardo] Hey, paesano,
relax.

You want a drink?

- [Macante] Yeah,
turn on the TV.

[pleasant music]

- Now look, kid, this could be
a short night if you're smart

or it could be a longer
one if you're not.

Come here.

You, Bonnelli, you've
caused me a lot of grief.

You've taken apart an
organization

that's taken me
years to develop.

My men, they're morons.

So, Uncle Nono has to take
care of business himself.

This is for you.

I've already signed it.

You are now the owner
of Lee Dockerty

after the fight tomorrow night.

This one, here, you sign.

And I own Matilda at
the same time.

You wanna sign?

[snapping]

[guns clicking]

- You ain't thinking clear.

Kill me and Billy makes
Matilda fight anyways.

You can't win.

- When we get through with you,

we're going back to that camp

and we whack out of the
Englishman and the kangaroo.

- Even you couldn't
take the heat

that would come down after that.

Uh-uh.

Uh-uh.

You didn't get to the top
doing stuff like that.

Them, maybe, but not you.

[laughing]

- You're all right, kid.

I like you, like your style.

If you ever decide to get
out of the boxing racket,

you got a position with
me and my organization.

- Uh-uh.

- No, no, no, I mean it,
strictly legit.

Straight.

I own 45 different businesses

between manufacturing and

leisure time activities.

- Are they your board
of directors?

- You gotta
understand one thing,

business is business

but that does not
include boxing.

Boxing is my hobby.

- You're really just a
sportsman at heart.

- Yeah.

I mean, what's wrong with
wanting to own

a heavyweight champ?

Tell me.

Vanderbilt would like to own

a winning horse in the Derby,
right?

Why not?

- They work it another way.

- Work?

Come on, they never worked
an honest day in their life.

They bought the best
their money could buy.

It's the American way.

That's what our parents
came here for.

And don't you forget it.

All right, take Mr.
Bonnelli back.

No hard feelings, kid.

- No.

I'll see you.

[somber music]

- Hey, Macante.

I want you to call Reno
and tell them

I want to lay a million dollars
on the kangaroo tomorrow.

- Boss,

that's a lot of money.

- Would you do what I tell you?

[airplane whooshing]

[exciting music]

- [Announcer] American
Airlines flight 42

from Mexico City and Acapulco
arriving at gate six.

Flight 19 from Sydney,
Melbourne and Tokyo,

arriving at gate nine.

[exciting music]

- Good evening, ladies
and gentlemen!

I'm John Dunphy, your
ringside commentator,

welcoming you from Paris
Hotel in Reno,

on a cool, crisp evening for

the Lee Dockerty/Matilda fight
for the Heavyweight crown.

They're all here!

The wealthy, the near wealthy,

the politicians, the
stage and screen stars

and of course, the sportsmen!

A cross section of the
rich and powerful

from all over the globe.

They've traveled
thousands of miles

to see this little
square above me,

where, here in a few moments,

probably the two finest
fighting machine of all time

are going to meet each other.

But ladies and gentlemen,

never have the championship
fights been so clouded

by rumors.

There's a report that both camps
have bought off the judges,

that Dockerty is terrified

and plans to take a dive
right after the opening bell.

There's a report that
somebody's been doping

Matilda's breakfast food!

And another has it
that Lee Dockerty

has hurt his left
hand in sparing

and is going to take a dive
right after the opening bell.

- Hey, Duke, how are you?

Who do you like?

- I don't guess you
read my column.

Matilda in two.

- Could be.

I saw the rerun of the last
fight in Chicago on TV.

- Are you betting?

- No, I don't bet fights.

Congratulations.

- [John] And here
comes the champion

from the far corner of
the Colosseum.

Lee Dockerty, the Heavyweight
Champion of the World

is on his way to the ring!

And there's a mixed
reaction from the crowd.

A lot of them were for him.

- Billy, what's wrong?

I don't know how to tell you.

I know I should've
told you before.

- Well come on, nothing
could be that bad.

We made it to the top,
didn't we?

- Yeah!

- Bernie,

if a kangaroo is hit,
he won't fight anymore.

- You told me they box
natural in their wild state,

that he was merely using what
they did natural for the act.

- That's right, they do.

But it's not boxing
as we know it.

When kangaroos box,

they don't do it to
hurt each other.

The one that gets the
first wallop wins.

The other one stops right
there and then

and he'll never fight again.

- Matilda flattened the champ,
didn't he?

- Dockerty had had a
few drinks that night.

Matilda nailed him,
you know that.

Cyclone and Cowboy Jones?

- I knew they were washed up.

We were all lucky.

Dockerty is not drunk tonight.

And unless Matilda
gets him first,

Dockerty's gonna take him apart.

[crowd booing]

- I've never seen Lee Dockerty
in such wonderful condition.

He's taking this
fight seriously.

Mentally and physically.

He's ready for the
fight of his life!

And he better be!

[crowd cheering]

And here comes the challenger!

The challenger is greeted by

a tremendous voice
from the crowd!

Matilda!

The challenger for the
Heavyweight crown

is on his way into the ring!

This is the most unusual

Heavyweight Championship
fight in history!

Man against beast!

Who is going to win?

[exciting marching band music]

But nevertheless, the fact is

that the odds are six to
five on winning

and three to one on a knockout.

And that's what it's all about

as we approach the
moment of truth.

[crowd applauding]

[bell ringing]

- Ladies and gentlemen!

[crowd cheering]

15 rounds of boxing

for the Heavyweight
Championship of the World!

In this corner,

wearing a white belt,

weighing at 195 pounds,

from Sydney, Australia,

the challenger, Matilda!
[crowd cheering]

- I love that animal.

The perfect fighting machine.

- And in the opposite corner,

wearing green velvet trunks,

weighing in at 201 pounds,

from Coldwater, Mississippi!

The Heavyweight
Champion of the World!

[crowd booing]

Dockerty!

[bell ringing]

The referee, George Latke.

[applauding]

- Now let me take a look
at your gloves.

Keep your punches up
at all times.

Now I don't want any
kidney punches

and I don't want any rapid
punches, is that clear?

Now, does he
understand all this?

- Oh, yes, yes.

He's been train according to
the mark of the Queen's boxers.

Just tap him on the shoulder,
he'll break.

He's got ring manners.

- He really does understand?

- Yes, sir.

- All right, okay.

Shake hands now, come
out fighting.

[crowd cheering]

- [John] Waiting now
for the greatest moment

in Heavyweight
Championship history,

Matilda the fighting,
boxing kangaroo.

Lee Dockerty is the Heavyweight
Champion of the World.

Here's Matilda, ready
to come out to battle.

Our battle instructions
for the champion.

[crowd cheering]

Ready for the bell
for round one.

[bell ringing]

There's the bell!

[crowd cheering]

Matilda bounds out there.

The champion waits for him,
sticks out his left hand,

it's short!

Another one is short!

Apparently, Matilda's a fine
boxer and a good hitter.

The champion misses
over the head,

takes a right to the
jaw and back.

Both hands to the
body by Matilda.

Matilda fakes the left hand.

Drives another left,
it's wide over the mark.

The champion is short.

He's not landed a punch yet.

The champion tries another
left hand and misses.

And he ducks away.

Misses a left hand
over the head,

is driven back by a right
to the jaw by Matilda.

The challenger is in
control of the fight

here in round one.

[crowd booing]

- Get off his feet!

Break!

- [John] The referee, George
Latke, gets them apart.

At long range again.

Matilda bounds in, the
champion steps away,

almost trips over
Matilda's feet.

But he does not go down!

A left in the head by
the champion,

he takes a counter in right
in the left of the jaw,

thrown by Matilda!

The champion is
strong on the left.

[crowd cheering]

The champion may be out,
I don't know.

The referee is counting numbers.

He has two outs and he's
trying to get up now

as the crowd reaches six,

seven,

eight.

He is up at the count of eight

and the referee wipes
off his gloves.

- You can do it, come on, champ!

- [John] In real trouble!

This is amazing tonight, folks!

The challenger bounds in.

Matilda comes at him.

The champion is
stalling for time.

He's combing around the ring.

And he comes back with a left.

[crowd cheering]

- One.

Two.

Three.

[bell ringing]

- [John] And that's the bell!

- God, that second punch!

Dockerty doesn't even
know where he is.

It might be over.

- [John] The bell has
saved the champion.

[Matilda whimpering]

A beaten champion gets
back to his corner.

His helpers are worried
and working over it.

- Keep it with you.

Stay away from him,
even to box him!

- You're doing fine.

They're gonna keep it going.

- Remember that!

Box him!

- [John] The fighting kangaroo,
Matilda!

[crowd cheering]

They're a very happy
group in Matilda's corner.

[bell ringing]

We're ready now.

Dockerty comes out
for round two.

[crowd cheering]

The champion bicycles
a little bit.

Moves away from the challenger.

The challenger just
stands there.

Watch the punch,
watch another one.

[crowd cheering]

Matilda blocks another left
hand, thrown by the champion.

He still hasn't landed.

Matilda in with a left
hand to the body.

- Come on, champ!

- [John] He's wild with
his left hand!

Matilda is a fine
defensive boxer.

He drives a left and
right to the jaw.

[crowd cheering]

Again, the champion is
driven under the ropes.

He bounds off and Matilda
throws him down to the canvas.

And he referee has him get up,

this time without a count.

The champion trips over
Matilda's feet.

Matilda on him again.

A jab, a left and a
right to the jaw!

And the champion is
driven out of the ring.

He rose up off the ring!

The champion out of the ring!

They're very happy in
Matilda's corner.

Matilda waiting for the
champ to get back in.

The champion is trying
to get back in.

He does beat the count.

[bell ringing]

And there's the bell.

[crowd applauding]

[Matilda cooing]

The kangaroo back in his corner

and there's the champion,
Lee Dockery.

- You're doing great,
they love you.

- Let me talk to him!

All right, take it easy.

- Well, Dockerty's
accomplished one thing.

- What?

- He made it to round three.

No other opponent's
ever done that.

- [John] The first round
took so much out of him.

The referee goes over
and asks him how he is.

He is not in good shape
but he is game

and he is going to
keep on fighting.

[bell ringing]

And there's the bell
for round three!

The kangaroo is across
the ring so fast!

Dockerty isn't even out
of his corner!

He's caught by a
right to the jaw!

And the referee is
counting over him again.

Dockerty on one knee is
taking the count.

He's back on his feet and
ready to fight.

And Matilda comes at him.

Dockerty misses a
left and a right.

He's trying hard but he's
not landing any punches.

He takes another
right to the jaw.

[crowd cheering]

He almost goes out of
the ring but he does not.

The ropes hold him up.

He grabs hold of Matilda
to keep from going down.

Dockerty is wobbly in there.

He's on very rubbery feet.

He moves to the left and
Matilda comes up behind him

and drives the right
hand to the head!

Matilda moves away from
Dockerty again.

Dockerty is reeling
around the ring.

He is in bad shape!

If he were not a
Heavyweight Champion,

it probably would stop him!

Matilda is on him again,
reigning punches to the body!

And then to the head.

This kangaroo can fight!

He messes him up good.

A good jab!

Two more, three more
jabs to the chest!

[booing]

Wobbly Dockerty fires
a meaningless left hand

and he goes down again.

But he bounds up quickly

and the referee goes
around them.

- What is keeping him up?

- [John] Dockerty misses a left.

Counter to the left,
right to the head.

A left hand to the
body by Matilda!

Dockerty is taking an
awful beating in there!

He still has not landed a punch

and we're near the end
of round three!

Dockerty is battered, puts
both hands to the body

and none to the head as
Matilda give him no rest.

The champion is taking a
terrible beating.

A left hook to the jaw!

[thudding]

[crowd cheering]

Dockerty is down again!

I don't know if he's
going to make it.

Matilda bounds across him!

The referee is counting
over the champion.

- Four!

Five!

Six!

- [John] Seven.

He's trying to get up, eight!

Nine.
[bell ringing]

And the bell saves him again.

Dockerty's back in his corner.

He has taken some
beating tonight.

There's the doctor!

- It's all over.

He can't come out
from the fourth.

I'm almost sorry.

- [John] Dockerty
won't let them!

He wants to go on!

He has fought courageously!

He still wants to fight.

- How are you, champ?

- [John] Lee Dockerty,

and believe it or not, something
definite has happened here.

I don't believe it.

The crowd started
rooting for Matilda

at the start of the fight.

They have now changed.

[crowd applauding]

[bell ringing]

- [John] There's the bell for
round four of the most amazing

Heavyweight Championship
fight in all history!

And the crowd is now for the
champion, believe it or not.

But he is still taking
punishment in there.

Punches all over to the body,
to the head.

Matilda bangs and
staggers him again.

I don't even know what's
hold the champion up.

He is reeling around the ring.

I don't think he
knows where he is.

The crowd is now with him
because of game.

He is a gallant
fighter in there.

He just will not quit.

He is a true champion,
win or lose, tonight!

But he takes two, three,
four more jabs to the chin

and still he has not
landed a punch.

A pounding right to the
jaw by Matilda.

He is staggered back
into the ropes.

The champion is wobbly in there.

His legs are rubbery!

Matilda can't figure him out.

The champion goes in
and holds on.

Dockerty is still holding on.

The challenger is lifted!

[thudding]

[crowd gasping]

- Matilda's been hit!

- [John] And the
challenger is hurt!

That's the first time
he's been hit tonight.

The tide is turned.

The challenger is hurt!

[whimpering]

Matilda stands there.

The champion stands there.

Nobody seems to know
what is happening.

This is amazing!

- The referee waves
the champion in.

He's moving in on Matilda.

But wait!

[crowd cheering]

The challenger throws
in the towel!

The fight is over.
[whimpering]

Lee Dockerty is still
the heavyweight champion!

- I don't believe it.

[crowd cheering]

- Bernie!

Bernie!

I love you!

[Matilda cooing]

- [Al] I don't understand it,
Duke.

First they cheering their
heads off for Matilda

and then they want him to lose.

- [Duke] Well, sure, they
loved Matilda up to a point.

Then they saw themselves in
that ring, the human race.

Suddenly they felt threatened.

Man doesn't just survive, Al,

he's got to prevail.

[Matilda cooing]

[upbeat marching band music]

[crowd applauding]

- It was like a dream, it was,

with everyone having a
happy ending, so to speak

Bernie is now Dockerty's manger

and you won't believe this.

The Pinky is his assistant.

[somber music]

Bernie married Kathleen
and he's very successful.

Bought her a beautiful house

and four gorgeous kids.

Mr. Parkhurst, he got every
award they could give him

and he's now managing
editor of a newspaper.

[somber music]

Tanya is singing
regularly in Las Vegas now

when she's not see Dockerty.

Oh, Gordon,

he's the vice president with
the William Morris Agency

in Los Angeles.

[pleasant music]

Matilda's living with
Uncle Nono and his family.

Uncle Nono retired and
bought a small country

in Central America where
he's now raising kangaroos.

And I know they're very,
very happy.

[pleasant music]

They were the nicest
people in the world.

That's exactly the
way it happened.

It's the truth.

I've got to go and do something.

Don't go away.

I'll be back in a minute.

Come along, Junior.

Up you go.

Uncle Bernie will be
along in a minute.

[pleasant music]

- [Girl] I wanna hold Junior!

- No, I wanna hold him!

- I wanna touch him!

- He's had his milk and
his candy bar.

Children,

today's a very, very special
treat because I love you all,

today you can give him
his candy bar.

- Good, we'll have him
back in a couple of hours.

After we drop off this kids.

- We going to have lunch?

- Well, if I get out of
the gym in time.

- [Girl] Are you taking
Junior to the gym again?

- Okay, everybody into the car.

- Honey!

- Go on, will you?

- [Kathleen] Bernie,
it's inhuman to do that

to a baby kangaroo!

It's inhuman!

- Did anybody ever tell you

that you're always
repeating yourself?

This is not just any kangaroo.

Junior's different.

Remember who his father was.

Bye, Billy!

Bye!

- [Kids] Bye!

- Bye, Billy, we love you!

- Bye, Billy!

We love you, Billy!

[pleasant music]

["When I'm with You, I'm
Feelin' Good" by Carol Connors]

- Life's grand.

Isn't it?

♪ When I'm with you

♪ Everyday is a brand new day

♪ When I'm with you

♪ It's my dreams are
coming true day ♪

♪ Good morning world

♪ Don't you know the
sunshine's shining ♪

♪ When I'm with you I'm
feeling good ♪

♪ When I'm with you

♪ Doesn't matter
where I'm going ♪

♪ When I'm with you

♪ I can't keep my love
from showing ♪

♪ Talking to trees

♪ And spending time
with flowers ♪

♪ When I'm with you I'm
feeling good ♪

♪ Let us sail on

♪ Past the morning

♪ Cross the water with the
sunshine on our dreams ♪

♪ With the sunshine
on our dreams ♪

♪ When I'm with you

♪ I think you think I'm clever

♪ When I'm with you

♪ This could go on for forever

♪ Smiling down clouds

♪ Dodging in and out
of rainbows ♪

♪ When I'm with you I'm
feeling good ♪