Rocky II (1979) - full transcript

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

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

Now he's gone for the left.

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

BALDWlN: A hard left
and a right combination.

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

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

Down! Down! Stay down!

BALDWIN: Apollo dancing around
with his arms in the air.

REFEREE: Five,

six, seven,



eight, nine...

Come on!

BALDWIN: Apollo
can't believe it.

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

REFEREE: You okay, champ?

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

Your rib's broken.

He broke my ribs!

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

I don't want to do it!

Go on, cut me.

Cut me.

Okay.
Try and cut it.

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



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

You stop this fight,
I'll kill you!

All right.
I won't stop it.

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

Last round!

You gotta give it
your all!

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

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

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

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

Come on over here.

BALDWIN: Apollo, the champion,
really tagged him.

NAHAN: And Apollo clearly protecting
his right side, his ribs.

Oh, look at that!

BALDWIN: Body punches!

Hard left and right.

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

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

A tremendous
right hand from Rocky.

Go for it.
Go for it, Rock!

BALDWIN: Listen
to this crowd!

NAHAN: Left to the ribs.

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

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

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

ROCKY: Don't want one.

REPORTER: There's chaos.

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

How do you feel? All right.
All right.

What were you thinking about
when that buzzer sounded off?

Adrian!
What did you think about

in the 15th round
when you were coming out?

Adrian!

Rocky. Rocky.

Rocky! Rocky!

We have had the privilege of
witnessing the greatest exhibition

of guts and stamina
in the history of the ring.

Adrian!

Rocky!

HOST: Ladies and gentlemen...

Rocky!

...we have a split decision.

Adrian!

HOST: Eight for Apollo Creed!
Rocky!

Those fans out
there deserve a rematch.

Ain't gonna be no rematch.
Come on!

I had enough things
in my face today! Adrian!

Rocko!
That's my friend. Rocko!

You're breaking my jacket.

Paulie!

ROCKY: Adrian!

Rocky!

Adrian!
ADRIAN: Rocky!

Hey, where's your hat?

I love you!

I love you.

ADRIAN: I love you!
I love you!

I love you.

REPORTER 1: Hey, Rock!
REPORTER 2: Hey, Rocky!

Rocky Balboa!

MICKEY: Get them
out of here!

Let him breathe, will you?
Give him air!

Sit down, Rocky.
Sit down.

REPORTER 1: Rocky, do you
think you had it won?

I don't know. I...

REPORTER 2: How about
a statement, Rocky?

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

Get back there!

REPORTER 1: Rocky,
do you think you had it won?

I don't know.

Rocky, stay!

Where's the doctor?

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

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

REPORTER 2: Just one more.
MICKEY: Get out of there.

Rocky, is that the worst
beating you ever took?

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

REPORTER 3: Rocky, what did you
think going into the last round?

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

Rocky, do you think
you have brain damage?

I don't see any.

APOLLO: Where is he?
Where is he?

REPORTER 4: Apollo,
how about a statement?

Get away from me! REPORTER 4:
How about a statement, Apollo?

Hey, Stallion! Stallion!

You got a dull skull,
Stallion.

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

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

I want you to
know that, Stallion.

Do I look lucky?

Look, nobody goes
the distance with me.

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

Apollo, don't, please.
Sit down.

Is he serious?

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

Bell nothing, man.
I can beat that chump.

I'll fight him
any place, any time.

Does that mean
there'll be a rematch?

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

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

Look, chump,
any place, any time.

REPORTER 5: Rocky, a rematch
could be worth millions.

Well, I'm officially
retired now.

APOLLO: Don't you run out
on me now.

Don't you run out
on me, Stallion.

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

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

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

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

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

Yo, Adrian?
Yes.

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

healing here for a while,
you know.

I want to be here.

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

Wait a minute.
Get some sleep, you know.

I love you.
I love you.

I love you. See you.

See you later.
See you, Mick.

Can you fix my nose?

I'm a little depressed
about my nose.

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

The eye's great.

I ain't never
really felt this good.

You guys should've
seen us tonight.

We did good.

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

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

You think so?

Trust me.
I was there.

How's your face,
Rock?

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

I wouldn't want it.

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

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

Tell him to give me
your old job with him.

You mean collecting?

Yeah, I'm good with numbers.

Yeah.

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

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

PAU LIE: I'd appreciate that.

What are you doing here?

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

Now.

Okay. See you later,
Paulie.

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

Yeah.
N U RSE: Now.

I feel good tonight.

Yeah, you look good.

N U RSE: Let's go.

How are we feeling tonight?

Oh, very handsome.

That tastes good.

My kid would die
for your autograph.

Sure.

Would you sign it,
please,

"To my good friend,
Charlie Flynn."

My hands are so sore.

It's okay.

It's my first autograph.
Thank you.

You're welcome.

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

Yo, Apollo?

Who is it?

It's just me, Rocky.
Listen.

Could you answer
me one question?

Yeah, sure.

Did you give me your best?

Yeah. Yeah.

Thank you.

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

You all right?

Yeah, I feel great
being outside.

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

Yeah?
This fiscal year.

Hey, Rock!

Hey, how you doing,
Pete?

Hey, could you sign
my head?

Yeah, sure.

Thanks.

Hope it don't
go to your brain.

Bet that's heavy.
A little bit.

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

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

Let me use your
head for a minute, kid.

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

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

It's a standard
deal...

Just for talking
about shaving stuff?

That's all you do.

Sledgehammers, whatever.
Batteries...

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

so it could be anything.
Like balls and baseballs?

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

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

Yeah. 20 minutes, it's all over.

Yeah, people kind
of forget, you know.

The time is now,

if you want to make a dollar.
Right now.

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

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

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

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

Give me a call, then.

Where will we call you?

ROCKY: I'll give you a call.

I call you.
You got a number?

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

Okay. All right,
you call. Here.

The guy's got
brain damage.

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

and not having to take all
those pills and everything.

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

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

What are we doing
here at the zoo?

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

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

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

Don't you like the zoo?
Huh?

I like the zoo.

Yeah, me, too.

You know,
I was wondering, like,

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

What do you mean?

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

What'd you say?

If you wouldn't mind
marrying me too much.

Yes. I'd like
to marry you.

Yeah?
Yes.

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

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

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

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

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

That's fantastic,
ain't it?

Yeah, absolutely.
Yes.

I do.
Thanks.

You may kiss the bride now.

I gotta take this off?

Yeah.

Go in peace and God bless you.

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

Okay. Things are
gonna be great.

Rocky,
congratulations!

ROCKY: Thanks a lot, thanks a lot.
Thanks, Tony.

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

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

Well, thanks, but I wanna
do commercials instead.

Commercials? What for?
Concussions?

Yeah. Concussions.

Rocky.
Yeah.

Isn't that Father
something?

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

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

I got a couple
of good prospects.

Yeah? Are they
really good?

Yeah, they're
pretty good.

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

PAU LIE: Can we go
drink now?

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

You look beautiful, Adrian.

Yeah, she really
turned out pretty.

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

I mean, how much money
did you clear?

About 37 grand.

I know, taxes kill you.

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

You want to put
them on the street?

Hey, Tony,
I just got married in here.

I know,
and I'm happy for you.

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

Condominiums?

Yeah, condominiums.

I never use them.

Hey, yo!
What are youse doing?

Hey, Rock!
What's happening, man?

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

Hey, Rock,
congratulations!

What are you guys doing?
Drinking some wine here?

Yeah, man,
we're doing it.

Keep singing some more.
I like that stuff.

Okay, babe. Sing something
for him, Frank.

There are two kinds
of love That you ought to know

There are two kinds
of love

There are two kinds of...

Who are they?

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

Those guys are
singing all the time.

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

Never?
No. If I did,

I would have carried
you everywhere.

Are you getting tired?

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

I can't believe
we're married.

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

Everything happened so fast.

Yeah.

But I knew what was gonna
happen from the start.

What did you know?
Well...

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

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

underneath them
sweaters and hat and...

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

No, three.

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

Oh. Oh, yeah! I said that.

I said that. Oh, yeah. Really?

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

Could you get down?
Go on.

Go find another seat,
will you?

You want me to
help you with this?

Hey, can I take
this off?

That's the way
I like you.

You know,

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

Really.

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

You think it'll
always be like this?

Yeah.

I hope you...
What?

You never get tired of me.

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

I hope nothing changes.

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

I love you.

I love you, too.

Hey, yo!

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

Well, here's
the papers, Rock.

Thanks a lot.
Yeah.

Congratulations.
Lots of luck.

Thanks a lot.
Same to you.

Same to you.
Isn't that nice?

We really don't
need a car.

Oh, come on,
Adrian.

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

I can afford this, you know.
No problem.

Well, do you know
how to drive?

Do I know how to drive?

Do you know how to drive?

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

Come on. I'll drive you.

Let me put you
inside the car.

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

Do you know how
to drive?

Do I know how to drive?

I drive airplanes
and bulldozers.

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

Yo, Adrian!

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

This coat here? Huh?
What about that one?

This coat's okay.

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

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

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

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

Come on, Adrian.

SALESWOMAN: I think that
would be perfect for her.

ROCKY: Yeah, I think
that's perfect, too.

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

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

Yes.
Then you need a good watch.

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

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

One for me?
One for you.

I can't tell time
very good,

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

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

Sure thing, Rockhead.

Do you like that?

Yo, look at that.
Hey, Butkus!

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

Hey, Gloria, you got
something a little smaller?

Yeah. Look at that.

ROCKY: Oh, yeah.
Look at that.

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

GLORIA: Real sharp.

Yeah.

You okay, Butkus?

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

Look at these bricks,
Adrian.

My husband's
an expert on bricks.

Are these new bricks?

Yeah, this is a very
solid neighborhood.

Yeah? You're gonna
like this very much.

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

ADRIAN: Nice.

Nice mailbox.
I like this mailbox.

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

ROCKY: Oh, wow.

Nice house. Really...

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

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

Does it have
copper plumbing?

Upstairs and down.
Yeah?

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

Yeah.

All these floors
are solid oak. Solid.

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

Solid.
That's good to know.

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

Look at these steps.
Nice steps.

Hey, nice kitchen.

Nice.

Nice kitchen, yes.
Yeah.

What are taxes
every year?

$1,500.

Hey, Adrian,
I like it.

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

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

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

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

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

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

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

Yeah, but we didn't
even go upstairs.

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

Details, huh?
Are you sure?

Absolutely. Okay?

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

You know, I just wanted
to tell you something.

Excuse me. Could you
stand over there?

I gotta talk secretly
with my wife. Okay?

Sure, sure.

I understand.
Yeah.

You know,
I kind of feel stupid,

talking like this with the
lights on and everything,

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

and all that stuff,
and the plumbing,

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

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

I wouldn't be here either,
you know.

You don't have to speak.

No?

Okay. Let's go
celebrate here.

I'll beat you
to the pool!

Hey, you guys.
Slow down.

Mary Anne.
Mary Anne, listen to this.

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

This one came from London.

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

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

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

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

"You're a disgrace
to your people."

Why can't you ignore it?

Are you serious?

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

BOY 1: Are you blind, Rock?

What are you
getting wise with me?

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

I'm waiting for you.

BOY 2: You can't even
play stickball!

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

Are you ready for this?

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

BOY 3: What a shot!

Now I know the day
weren't no waste.

Come on, Swifty.

Yeah?
Yes.

Yo, Adrian! You did it!

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

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

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

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

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

and your good brains
and my good left hook,

he's really
gonna be something.

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

Oh, I didn't think
about that.

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

We could give her singing
and dancing lessons.

Yeah. Yeah.

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

Have to hire a bodyguard
when she starts

going to school to keep
all the boys away.

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

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

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

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

He ain't gonna be
hanging around no corners,

ain't gonna dress
like no wiseguy like me.

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

Like you.

No, no, no. Like you.

Like you.

No, no. Like you.

Like you.

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

LEONARD: How you feel, Rocky?
ROCKY: Pretty good.

Yeah?

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

was we wanted to wait till
the swelling went down.

I see.

But you look
terrific now.

Yeah? We're gonna
make a buck together.

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

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

Did you ever hear of them?

No.
Maybe Mrs. Rocky did.

Did you ever hear
of a Smart Deal Toy?

No.

No? Big.
They're number one.

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

You can kick it.
You can beat it.

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

Pretty smart, yeah.

That's right.
Takes a terrific beating.

I think it's
a great idea.

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

Is he ready there?

How do I look?
The best.

Fabulous.

Adrian, how do I look?

Different.

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

Okay.

LEONARD: He's gonna
be great.

Don't be nervous.

Yeah.
How do I look?

I look stupid,
don't I?

Yes.

You got any deodorant?

No.

Excuse me.

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

Just the way
we rehearsed.

MAN 1: Everyone get
ready for picture now.

DIRECTOR: Come on, Rock.
We're running late.

Girls, come on.
Look alive, dear.

Girls... Yeah.

A little higher. Show the product.
MAN 2: Get ready here.

That's it.

DIRECTOR: Magic time!
Look alive!

MAN 1: Quiet on the set.

Roll, please.
Speed.

Beast aftershave,
take one.

DIRECTOR: Action!

Go now?
Action.

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

"Smeel mainly"?
Cut!

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

Yeah.

Well, let's go again.

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

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

I'd say absolutely no.

Are you finished?

I'm sorry.

MAN 1: Okay. Rolling again.
Speed.

MAN 2: Nice and quiet.

Beast aftershave,
take two.

Action!

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

Cut!

DIRECTOR: Action!

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

Cut!

DIRECTOR: Action!

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

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

DIRECTOR: Action!

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

"and have a rendezvouze..."

Cut! Cut!
We're cutting this set.

We're going to
the alternate set.

I can get it, you know...

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

The word "rendezvous."
DIRECTOR: Yes.

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

Sure.

DIRECTOR: We've only
wasted four hours.

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

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

DIRECTOR: Get the damn club
away from him

and get the girls into
their other outfits.

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

All right,
wet him down.

DIRECTOR: Arthur,
step out, please.

MAN 1: Speed.

MAN 2: Beast aftershave,
"The Contender." Take seven.

Try to get it right.
Action!

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

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

Can I do it over again?

Christ! Cut.

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

Dummy cards?

DIRECTOR: Please! Go on.

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

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

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

It's just
the way I talk here.

What's the difference?

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

That ain't right.

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

What isn't right?

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

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

Yes.

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

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

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

You have wasted,
wasted our time, sir.

This is a complete bust,
the whole afternoon.

Leonard. Leonard,
where are you going?

I want you to take
him with you, Leonard.

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

I only work
with professionals.

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

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

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

How does that sound?

It's good.
Yeah?

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

Want to hear some more?

I can't wait.

Okay.

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

"'We better head
for the canyon."'

You read nice.

Thank you.
You lie nice.

Thank you.

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

Ninth.

And one last question.

Do you have
a criminal record?

Nothing worth
bragging about.

Would you be interested
in some sort of manual labor?

Well, I got nothing against
honest manual labor.

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

like you're doing
over there.

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

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

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

Yeah? Well...

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

Stings after a while,
you know.

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

Mr. Balboa?
Yeah.

I'm very sorry.
We have nothing.

Are you sure?

Next.

Hey, look, pal,
you gotta be realistic.

You got no high school
diploma, no qualifications.

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

Thanks.

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

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

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

Dogs don't want to
hear my problems.

Come on.

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

The only job I
got is lugging beef.

You got nothing better for
Rocky than hauling beef?

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

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

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

Well, how about
tomorrow?

Well, how about today?

Okay. We got
a load coming in.

Great.

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

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

Don't bother to
thank me.

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

Quitting time!

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

You look tired.

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

You want to take
a hot bath?

No, come on. I feel dynamic.
Honest.

Hey, listen. Tomorrow...
I was thinking at

work, maybe after work
I'll take you out.

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

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

All right.
You all right?

You look great.
Do you know that?

Hey, Rock, they just
like old friends.

Old friends never
tasted this good.

I heard that.

Yo!

Yo, Rock!

You wanted me, Frank?

I gotta let you go.

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

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

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

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

Can't do it. Union rules.

Union rules.

Can I finish out
the day?

Sure.

Hey, Rocky, I'm sorry.

Yeah, me, too.

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

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

My brother-in-law
come to visit me.

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

Yeah.

Looking over your
old stomping ground?

Yeah.

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

I thought
you liked it.

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

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

Keep hitting trash cans
and things like that.

You got problems at home?
You need bread?

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

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

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

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

Look, you want
to buy the car?

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

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

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

Is my sister giving you
a hard time?

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

I appreciate the advice,
Paulie,

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

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

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

Where you going?
You need a lift?

Nah.

See you around.

PAU LIE: Hey,
say hi to my sister for me!

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

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

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

I got canned today.

What happened?

I don't know.
I was...

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

It was economics.

What are you gonna do?

I don't know. I was

thinking about fighting.

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

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

You'll go blind.

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

I see like a beagle
or something like that.

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

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

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

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

You don't have to do that.

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

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

It's just for a little while.

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

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

Do you really
want to do it?

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

Well, maybe you're right,
you know.

You know what's best,
you know.

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

I just want to finish
my workout here, okay?

Sure.

Jesus.

Who the hell is that?

Avon lady.

Is that Rocky?

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

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

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

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

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

Oh, this? I hear
stupid things better.

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

No. Mick, can I have
my locker back?

Yeah.
What's on your mind?

Fighting.

Fighting? What?
You want to go blind?

Nobody's going blind.

You heard what I said?

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

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

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

Is that right?

Yeah, I think
that's right.

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

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

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

the champion of
the whole wide world.

You be happy with that.

Well, maybe we can
do better this time.

Or worse.
What about that?

Hey, yo, Mick.

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

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

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

Test you. Now, look,
you look right there

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

I want to test you.

Look at your nose.

You look at my nose now.

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

will you?
Okay.

There's the little thing.
I see it.

That's good.

I told you. It's okay.

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

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

I see it.

No, you see nothing.

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

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

Is that right?

That is right.

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

Yeah. Yeah. That's it.

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

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

What do you think the champ
would do to you?

I don't know.
Hurt me bad.

No. He'd hurt you permanent.

Permanent.

You know, Mick, if...

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

Here? Well, sure, but...

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

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

Where's your dignity?

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

I gotta be around it.

All right, kid.
Will you come back tomorrow?

Thanks a lot, Mick.

Look, I don't know
about anybody else,

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

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

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

Why go after Balboa?
Why?

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

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

accusing me of being a fake,

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

You want to hear the truth?

APOLLO: Yeah,
I want to hear the truth.

The truth is that last time
he was damn lucky.

Now he's all finished.

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

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

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

Forget this bum.

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

You got the decision.

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

What are you afraid of, Tony?

Honest?
Yeah, honest.

He's all wrong for us,
baby.

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

and the man kept
coming after you.

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

I know what you're feeling.

Let it go.

You're the champ.

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

I want a whole new
campaign started.

I want something done publicly
to bring this man out.

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

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

All right?
You realize

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

Look, man, whatever
gets him in the ring.

What's happening?
Hey.

What?
Where's your heart?

What are you
talking about?

You heard me.

Well, what's this?

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

MICKEY: Hey, hey, Chico, listen.
Hey, hey, listen.

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

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

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

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

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

Show him that.

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

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

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

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

Hey, Rock...

Hey, wait a minute.

Now you can
take it.

Whoops.

Hey!

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

Come on,
hit that right.

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

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

Yo, Rock.

Yo, Tony.
How you doing?

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

Look, I heard you was
working in this dump.

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

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

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

Now you come back
and work for me, Rock.

Yeah, well,
what would I be doing?

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

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

It stinks in here.

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

I can't do that
stuff no more.

It's healthy, huh?

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

Yeah. See you around.

Remember that guy,
Rock?

Yo!

How's everybody in
the clubhouse tonight?

Oh, fine.
How'd your day go?

A million laughs.
You know, it was great.

You need some help with that?
Yes.

Yes. Okay.

Hey, you know, Adrian,
I was thinking

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

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

Yeah, well,
maybe you're right.

There we go.

That ain't my brand.
I like oatmeal.

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

Listen, you want to
come home with me now,

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

and maybe you'll laugh,
you know?

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

Yes.
Maybe?

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

Okay.
Here we go.

Hey, listen, Adrian.
Yeah.

Listen to this one.
Why do cows wear bells?

Why?

'Cause their
horns don't work.

Is that killing you?
No?

Oh, God!

They really used to
like it in third grade.

I used to break everybody
up with that one.

MAN: Yo!

You really sweep good, man!

Is he talking to you?

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

Italian chicken.

ROCKY: Boy,
you guys got the easy life.

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

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

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

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

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

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

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

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

What did you do today,
huh?

Did you bark at
anybody today?

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

Well, what do you
think he is?

I don't know.

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

you know, when I look
inside there.

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

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

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

with a timid fellow who calls
himself the Italian Stallion.

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

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

What is your name?

...Rocky Balboa did
officially retire.

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

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

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

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

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

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

But now I'm ready
to have a rematch,

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

does not have the skill

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

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

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

that I want
the American people to know,

I want
the whole world to know,

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

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

who calls himself
the Italian Stallion,

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

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

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

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

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

Ugly bum!

You know,
I was thinking that

I ain't supposed to
do no commercials and

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

I'm supposed to be
a fighter.

But you gave that up.

Yeah.

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

In whose eyes?
Not mine.

In mine.

In here.

We'll get by.

That's just it.

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

I want you to have
good things.

I want the kid to
have good things.

We'll have them.

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

Rocky, please...

You don't have
to prove anything.

Adrian, it's all I know.

I don't want you to do it.

It's all I know.

Adrian?

You know,

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

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

Please.

I think we ought to
knock his block off.

Absolutely.

ADRIAN: Rocky.

I'm sorry.

Well...
Let's do it.

REPORTER 1: Apollo! Has a site
been chosen for the rematch?

This fight will be held in
the Philadelphia Spectrum,

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

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

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

Because after this fight,

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

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

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

Well, I'm very happy
about that.

REPORTER 2: Why?

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

REPORTER 3: Apollo, a lot of people
say that you lost the first fight,

a victim of
the southpaw jinx.

Did fighting a left-hander
throw you off?

Southpaw jinx nothing!

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

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

The world is gonna see
the real Apollo Creed.

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

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

REPORTER 4: Rocky, do you think you
have a chance this time against Apollo?

I don't know.
He looks pretty mad.

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

His lungs he's
gonna punch out.

Now, who's that?
Al Capone?

I wouldn't sweat you.

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

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

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

I'm gonna drop him
like a bad habit.

REPORTER 5: Rocky, your pay for
the fight is very substantial.

What are you gonna
do with the money?

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

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

I was just thinking
of things to do.

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

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

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

What's his name?
Kermit or something?

I don't know.

And I thought maybe
a statue for the church,

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

ROCKY: You like snow cones,
don't you?

Yeah.

REPORTER 6: Rocky, got anything
derogatory to say about the champ?

"Derogatory"?
Yeah. He's great.

How about some clowning
shots, Apollo?

ALL: Yeah.

Does this look like
a circus to you, man?

Come November,
you're mine.

He's very upset.

Well...

MICKEY: See how smooth
he moves there?

See how he pumps
that jab into your eye?

Yeah.

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

Thanks a lot, Mick.

Your style's too
easy to figure out.

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

They lead with
their face mostly.

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

They ought to
outlaw southpaws.

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

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

To pull this miracle off,
you gotta change everything.

You gotta learn to be
a right-handed fighter.

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

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

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

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

Now, listen, you start
fighting right-handed,

and then you change
suddenly,

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

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

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

Do you have to wear
that stinking sweatshirt?

Well, it brings me luck,
you know.

You know what it brings?
It brings flies.

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

I want you to try to chase
this little chicken.

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

First,
because I said so.

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

in the old days.
Yeah.

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

Yeah, well, I'd rather
eat it than chase it.

It ain't very mature.
Well, if you say so.

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

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

Come on at it!
Go on and get him!

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

Pick him up!
Pick him up!

Pull him round!

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

Are you standing still or something?
Speed! Speed!

Can't you catch
a little chicken?

Come on! Move your tail!
Move your tail!

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

I feel like
a Kentucky fried idiot.

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

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

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

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

She don't like
me fighting.

What's with this
domestic stuff?

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

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

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

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

Is that clear?

I'll figure something.

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

I'm sorry. Are you finished?
ROCKY: Yeah.

Can we go to work?
That would be nice.

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

Three, four...

Yeah, I want
500 high ones. Go!

Where was I?
Seven or eight?

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

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

DU KE: All right,
pick it up.

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

Come on!
Faster!

DU KE: Time!

Time!

Get up! Get me another
one, all right?

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

You just get me another,
man.

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

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

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

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

You're gonna eat lightning!

You're gonna crap thunder!

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

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

Break? What break?

Where are you going?
We're not finished.

Hey, I said where
the hell you going?

I'm talking to myself.

MICKEY: Speed! Speed!

Catch that punk!

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

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

Move. Move! Fast!

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

you're gonna
catch Creed easy.

Come on! Move! Move!

All right. Time!

Hey, dead ass.
Get over here.

Hey, you sick, kid?

Kid, what's the matter
with you?

Nothing.

Let me tell you
something, kid.

Now, for a 45-minute fight,

you gotta train hard
for 45,000 minutes.

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

And you ain't
even trained one.

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

I don't know.

Suit yourself.

Yo, Rocky.

Hey, yo, Paulie.
How you doing?

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

What?

Your head ain't
screwed on right.

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

You know, would you like
to work my corner?

Want to get involved in
this fight, you know?

Get involved in what?
Watching you get murdered?

Oh, come on.
I'm doing okay.

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

She'll be all right.

It ain't all right.

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

It's not okay.

Just leave Adrian alone,
all right?

Hey, kid,
carry this, will you?

Because I liked you better
when you was carrying spit.

What's that supposed
to mean?

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

who ought to be pumping gas
in Jersey someplace.

Yeah? Yeah, that's
what it means.

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

That's a good idea.

Soak your head someplace.
Soak it good.

Yo, Adrian! Where are you?

ADRIAN: Paulie.

Yeah, Paulie.
What the hell you doing?

What do you mean?

What the hell you doing?

About what?

About messing up
that guy over there.

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

Yeah, what? Feeding these
goddamn squirrels?

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

I can't believe
my ears.

You didn't teach
me anything, Paulie.

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

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

That's not what I'm doing.

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

Yeah, don't tell me!

He's gonna get
hurt because of you!

It's not true.

Don't say that!

I'm saying it.

Come across and tell
him it's all right.

It's not all right,
Paulie.

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

What are you doing?

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

Come on.
Where are your guts?

What's your problem,
Mick?

My problem?
Yeah.

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

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

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

Bum?
A bum.

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

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

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

You go back to
being a two-bit nothing!

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

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

Hey, Rock, they want
you across the street.

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

Mr. Balboa?
I'm Dr. Cooper.

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

What is it?
It's a boy.

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

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

She's had complications.

Like what?

Your wife was hemorrhaging
when she was brought in.

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

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

Adrian, it's me.

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

I don't want to
believe that.

Maybe you're just tired,
you know.

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

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

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

No, I can't...

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

No. We gotta see
him together.

It's okay. We gotta
see him together.

N U RSE: Mr. Balboa,
visiting hours are over.

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

N U RSE: I'm sorry.
Hospital rules.

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

Do you have a chapel?

N U RSE: Yes, we do.

Good night.

MICKEY: Rock,

it's 3:00 in the morning.

You know that I
went up to your house.

They told me you was here.

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

That Adrian,
she's a good girl.

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

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

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

Well, Rocky,
you got another shot.

It's a second shot at the...

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

And you're gonna
be swapping punches

with the most dangerous
fighter in the world.

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

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

You're nowhere near
in shape.

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

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

That was beautiful!

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

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

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

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

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

He wants to prove
to the whole world

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

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

Well, now, I don't...

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

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

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

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

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

Yeah.

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

It's gonna be okay.

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

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

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

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

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

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

"He saw Cora
and Kay and Bud

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

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

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

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

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

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

"Remember when we
was on ice skates,

"and I thought you were
supposed to be great,

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

"so I could catch you?

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

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

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

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

I knew you'd come back.

Thank you, God.

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

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

So, you haven't
seen the baby?

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

...see him together.

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

Here he is now. Look.

ROCKY: Oh, no.

There's your mommy.

Oh, baby!

Is that it?

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

Yeah.

He's really ours?
Thank you.

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

Believe me, we did.

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

What do you want
to call him?

Paulie's a great name.

Yeah,
Paulie's a pretty good name.

What about after the father?

Rocky, Jr.?

Come on. You
really want to do that?

Yes.

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

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

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

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

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

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

What?
Come here.

What?

Win.

What are we waiting for?
Take us!

Faster! Faster!

Keep moving!
Keep moving! Faster.

MICKEY: Pick them up!
Pick them up!

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

Speed! Speed!

Come on! Come on!

MAN: Don't be a slouch.

MICKEY: Fifty-eight, 59...

One more!
Come on, man!

MICKEY: Push. Push.

Forty-four, 45, 46.
Yeah!

Forty-seven,
48, 49, 50!

Again! Again! Now get
that out of here!

Come on! Push!
Don't give up!

Get that olive oil
out of you!

Push!

Twenty-seven, 28...

Forty-one, 42, 43...

Forty-six, 47...

Push! Push!
Again!

Left! Right!

Yeah! Yeah!

Speed!

MICKEY: Speed!
Speed! Speed!

Good night.

MAN: Hey, Rocky!

MAN 1: Hey, Rocky!

MAN 2: Rocky, you gotta put
him down this time!

Come on, come on!

I'm up!

ALL: Rocky! Rocky!

Rocky! Rocky!

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

from the magnificent Spectrum
here in Philadelphia,

the site of Superfight II,

with Rocky Balboa,
the challenger,

and of course Apollo Creed,
the world champion.

My sidekick and partner
again tonight, Stu Nahan.

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

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

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

I gotta go.

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

ADRIAN: Me, too.

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

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

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

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

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

I want you to show him
who you are tonight.

Show him who you are
tonight. Stick him.

CROWD: Go, Rocky, go!

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

I'll take care
of everything.

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

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

Everything's gonna
be fine.

Well, maybe I'd
better go fight now.

I love you.

I love you, too.

Punch his lungs out.

ROCKY: Adrian,
I wish you could go.

The doctor said no.

I got
the doctor's instructions.

Take care.
Good luck.

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

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

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

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

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

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

ROCKY: Carmine!

Hey, yo, Father Carmine!
Father Carmine!

Hey, Father Carmine,
are you home?

Father Carmine!
Hey, yo, Father Carmine!

It's me, Rocky Balboa.

Rocky?
Yeah.

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

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

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

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

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

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

Could you do
something like that?

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

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

GUARD 1: Hey, Rock.

GUARD 2: Good luck, son.

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

Where you been? You lost
your brain or something?

We got a fight,
remember that?

I'm sorry. I'm here.

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

Stu, there are many rumors
circulating about this fight.

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

to end it quickly.

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

Come on, lightning hands!
Hurricane! Hurricane!

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

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

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

It's time, kid.

Okay, let's do it.

All right, I'm ready.

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

No, you are in
perfect working condition.

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

Yeah, thanks. And you look perfect.
Perfect.

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

In case I don't get a chance,

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

Thank you.

Ain't this robe nice?

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

Remember that
baggy one last year?

This is gorgeous.
It's perfect.

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

Yeah. Okay.

BALDWIN: Yes, Rocky Balboa
heading toward the ring now.

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

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

has gained such popularity
is such a mystery.

Rocky Balboa, and the folks
here at the Spectrum

are beginning to
chant his name.

He has an awful
lot of backers here.

NAHAN: Balboa is wearing
a black and gold robe.

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

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

31 years of age.

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

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

SPECTATORS:
Rocky! Rocky!

SPECTATORS: Rocky! Rocky!

This area is certainly packed
with Rocky's people.

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

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

Rocky! Rocky!
GIRL: Rocky! Rocky!

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

Are you ready
in here?

I think so.

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

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

BALDWIN: And the champion,
Apollo Creed.

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

It's Apollo.
Who'd you expect?

I was hoping
he wouldn't show.

DU KE: The champ
of all time!

BALDWIN: Now the champion is
climbing into the ring.

Very determined-looking.
Very serious right now.

Rocky doesn't look as
confident as he might.

DU KE: Apollo Creed, the master of
disaster, the best of all time!

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

Don't let it bother you,
kid.

Would it bother you?

Yeah.

HOST: Good evening,
ladies and gentlemen,

and welcome to
the Philadelphia Spectrum!

This is your main
event of the evening,

15 rounds for the heavyweight
championship of the world!

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

from the great fighting city
of Philadelphia,

the Italian Stallion,
Rocky Balboa!

And in the red corner,
weighing 220 pounds,

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

the true master of disaster,

the undefeated heavyweight
champion of the world,

the one, the only,
Apollo Creed!

HOST: Referee Lou Filippo
will give the instructions.

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

and I expect you
to follow them.

Watch your low punches and
watch your kidney punches.

Watch your
rabbit punches.

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

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

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

You're going down.

WOMAN: You can do it, Rocky!

Good luck to you.

He's still upset.

Who cares? Now, listen,
protect that eye.

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

Now, you get him.
Okay.

ATTEN DANT: Good luck.

Now he's gonna try
to kill you quick.

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

Okay. MICKEY: Show
him who you are.

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

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

And there's the bell.

And the champion
comes over in a hurry now,

and throws a couple of
rights and lefts out there.

He starts to take
command early here.

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

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

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

CROWD:
Rocky! Rocky!

Rocky! Rocky!

Break that damn jab!
Protect that eye!

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

REFEREE: Break it up there.

You ain't got nothing.

Break it up.

You ready to
lay down?

BALDWIN: A good right hand followed
by another right and another right

thrown by the champion.

Three good right
hands bang at Balboa.

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

Here comes Balboa
coming back at him.

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

Balboa appears to
be getting hit often,

but he seems to be
in pretty good condition.

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

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

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

It was a tremendous
right hand. Balboa is down!

Down goes Balboa!

Get back.

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

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

Go get him!

Go after him, kid!
Go after him!

Yeah.

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

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

Tossed the ref right
into the ring post.

Coming out now,
he wants at him.

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

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

NAHAN: There's the end
of the round.

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

Good round.
Good round.

I can't believe it.
What?

He broke my nose again.

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

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

Did the switching bother you?
Nothing bothered me.

All right, but then you
should have had him.

You can't be hurt.

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

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

This man is dangerous?
I'm dangerous.

The man is dangerous.

That guy is great.

No. Listen,
he's only a man.

You can beat him
because you're a tank.

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

Go through him!
Run over him!

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

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

BALDWIN: Here we go.
Round two.

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

Starting with a left
and a left and a left.

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

Coming around now.
Just holding that right hand.

He's got it cocked.

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

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

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

Break it up.
Break it up.

Break it up.
Break clean.

Come on, come on.

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

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

Here it comes!

BALDWIN: Down he goes!

Rocky!

Get up, Rock! Get up!

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

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

I told you!

Beautiful!

REFEREE: ...six,
seven, eight...

Protect that eye, kid!
Get at it!

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

Let's go, Rock.
Yeah.

I told you! I told you!

BALDWIN: And here comes
the champion...

One, two, now.
One, two.

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

Balboa's back in the corner!

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

He's got the champion
trapped in the corner.

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

CROWD:
Rocky! Rocky!

Rocky! Rocky!

Keep it up! Keep it up!

I'm standing here.

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

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

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

I ain't going down
no more.

Attaboy! Go get him!

Come on, kid!

Come on,
break it up!

BALDWIN: And the champion
again

with a combination of lefts
and rights to the head.

NAHAN: That was another
round for Creed.

BALDWIN: Creed keeps piling
up the points, but...

Get him, Rock.

Hit him! Just hit him!

BALDWIN: Another round
for Apollo Creed.

Here comes Balboa
again into the corner.

Lefts and rights to the
midsection, and those hurt.

MICKEY: Pound
the body!

BALDWIN:
He's won another round.

He now begins to
taunt Balboa again.

Come on!

BALDWIN: I'm gonna give
that round to Balboa.

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

He's lost his first round.

Go for it, Rock!

BALDWIN:
Balboa is on his way.

DU KE: Hands up! Hands up!
Now, just stick and move!

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

Keep your hands up!

Lightning! Thunder!

Hit him back!

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

Another round for the
champion, Apollo Creed.

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

Keep working on him.

Stay away from him.

Don't let him breathe!
Get him!

BALDWIN: Balboa's taking
another beating in the corner.

Another round
for the champion.

Now come on!
You got him beat on points.

You understand?
Now, stick and move!

Don't go for
the knockout!

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

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

How's that eye now?
It works.

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

I know what I'm doing.

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

Please don't stop nothing!

MICKEY: Now, listen,
let me stop it.

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

It's my life.

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

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

It ain't gonna
be like last time.

Now you got
three minutes.

Switch now to southpaw
anyway, will you?

No tricks.
I ain't switching.

Yeah, but you're
fading out.

I don't need no tricks.

All right,
all right.

I ain't switching.

You gotta plan.
You gotta switch, kid.

He's ready.
Believe me.

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

BALDWIN: They come to
the center of the ring

for the start of
the 15th and final round.

You're going down.

No. No way.

REFEREE: Here we go.

NAHAN: Let's see what
Creed does here now.

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

BALDWIN: The champion comes out
jabbing with that left hand.

He's taking
that left hand out.

NAHAN: The champion is
beating Balboa...

Now! Now!

Balboa just nearly
floored the champ!

A leaping hook caught the
exhausted champ off guard!

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

Balboa is staggering
from exhaustion.

Balboa throws a right to
the head of the champion.

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

Stay away from him!

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

Creed with a left hand.

Go for it!

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

Now!

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

Get away from him!

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

Now a tremendous left by...

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

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

Go, Rocky! Go for it!

BALDWIN: A tremendous left to the head.
A left. A left.

One!

Two!

BALDWIN: Creed will retain
the title!

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

Four!

Get up, man!

Get on your feet!

Five!

BALDWIN: Balboa reaches
for another!

Get up, Rock! Get up!

Six!

He's trying and
trying to beat the count!

Now the champ is
trying to get up!

Seven!

Get up, Rocky!

Eight!

Get up!

Nine!

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

Ten!

Out!

BALDWIN: He made it! Rocky
Balboa has shocked the world!

He is the new heavyweight
champion of the world!

Ladies and gentlemen,

in a stunning upset,
scoring a win by knockout,

the new heavyweight
champion of the world...

Yo, Creed.

Rocky Balboa!

Good luck.

ROCKY: Excuse me. Excuse me.

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

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

I want to thank
Mickey for training me.

MAN: We love you, Rock!

Yeah, and I love youse, too.

Most of all I want
to thank God.

Except for my kid
being born,

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

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

Yo, Adrian! I did it!

I love you. I love you.

CROWD:
Rocky! Rocky!