Rocky Balboa (2006) Script

Another quick knockout for Mason Dixon, almost perfunctory.

The fans let him know how they feel.

Hide the women and children. This could get ugly.

This crowd does nothing to hide its anger over this latest debacle.

The fans are mad. They don't want to take it any more.

They seem to be blaming Dixon, a good fighter, for the decline not only of the heavyweight division guys, but of the entire sport.

They're actually pelting the undefeated heavyweight champion with ice.

Maybe this angry reaction will pressure Dixon to fight someone who can fight back - if there's somebody out there.

All of boxing is hoping for a warrior who thrills us with his passion.

Time goes by too fast.

Yeah? Not fast enough. Your kid should've been here.

That's all right. No, it ain't.

The kid gets a little busy sometimes. He don't get that busy.

Well, let's not talk about it here, OK? You're coming tonight, right?

I'm working. I took the tour the last three years.

I know, but it's the anniversary. Fine. You got my word.

I appreciate it. Thank you.

I owe you, Paulie.

Robert, what's going on? Where've you been? You're late.

I don't want to hear it.

Your job performance is nowhere near good enough to be pulling this.

I don't give a damn who your father is. You understand me?

All right. Now get outta here.

Thank you, sir.

Yo, Robert.


Hey, how you doin'? What's up, champ?

You caught me off guard. I wanted to catch you before you got busy.

Yeah, it gets busy up there. So how you doin'?

Real good. Yeah?

Yo, Rock! Yeah, how you doin'?

Yeah, real good. You wanna go out and get some coffee?

I'm kinda behind. Maybe later? Yeah, that'd be great.

Come by the restaurant tonight. I can have something made special for you.

Tonight I can't. I got plans. A few of the guys get together, you know?

Did I do something wrong? What do you mean?

Well... I don't know exactly what I mean, but I just think that when I come here you don't feel so comfortable and I certainly don't wanna do that.

You... you throw a big shadow. A big shadow?

You won't get anything done down here, Robert.

If you won't introduce me, then I will. I'm William Tomilson.

How you doin'? Your son works for me.

It's a good job.

I've told Robert about 20 times that I wanted to meet you.

I guess you're pretty busy, which isn't a bad thing, is it? Grab a shot, will you, please?

I may not get this chance again. Old warhorses gotta stick together.

The old horses, yeah. I tell you.

It's a good thing it's not your left. This makes you very popular.

One, two, three. Finally we get to meet.

I gotta go. It was nice to meet you face to face.

How you doin'? You take care of yourself. I'll see you later.

I gotta get going. I'll change my plans for tonight.

That'd be great. I'm lookin' forward to it.


And do not let those numbers drive you crazy.

Too late. Use an eraser and get rid of all of 'em.

Hey, guys. Hey, Rock.

How you doin'?

Here you go.

It'll be about ten tenths, OK? You guys take care, OK? You got it.

I'll try a few of these later on.

It's good for bakin'. How much?

Paul, what's the cost? 58.40, sir.

Right. Take it out of that. I trust you.

You're generous. Not a problem.

How you guys doin'?

How we doin', Isabel?

OK, except for the freebie readin' the Bible.

He's OK.

Just cos you fought him don't mean you gotta feed him.

He doesn't even look like a fighter. Spider Rico could hit.

Listen, how's your stomach? It's OK.

If you keep rubbing that olive oil on your stomach, your kid will be born very strong.

OK, whatever you say. No, really.

Yo, how you doin', Spider? God bless you, Rocky.


How you guys doin'? Hi, Rocky.

Jose, can you make something special for my kid who's comin' tonight?

No problemo. Good.

I appreciate it.

Back and forth, back and forth. Give and take.

Then I went in there like an animal and threw him into the corner and I unloaded everything I had - hook, hook, hook, left, left, left.

But Creed, he kept busting me back pretty good and the agony began to pile up.

Then I heard the best sound I ever heard in my life...

The bell. Right, the bell.

And I ain't ever been so tired and I'm sittin' in my corner and I'm trying to figure out how to survive the last round when Mickey says:

"Come on. Get out there and fight this guy hard, you bum. "

"You gotta be first. You gotta be first. "

I said, "Yo, Mick, if I could... " "I would. "

"I would. " The end.

Salud. Salud.

Another quick knockout for Mason Dixon, almost perfunctory.

The fans let him know how they feel.

They're actually pelting the undefeated heavyweight champion with ice.

Hello, Adrian's.


Tell him you can't make it?

Yeah, I'll give him the message.

I just kept hearing, you know, Mickey's voice in my head over and over again.

I just dug down and before you know it, it was toe-to-toe and it was... Excuse me.

Your son said he can't make it. He said he'll take a rain check. OK?

Look at these birds. Don't these birds look like flying candy?

Hey, birdie, you wanna fly me home?

You need somebody to walk you home?

It's a cold night. We need a few laughs in our life. What do you think?

Maybe? Maybe?

OK, let's get outta here. OK?

This place ain't changed much from last year.

We done?

Hey, how you doin', Mick?

That sign's fallin' apart, Paulie. The whole world's fallin' apart. Look at us.

Don't talk crazy, Paulie.

You know, I think if you live someplace long enough, you are that place.

I ain't no talkin' building.

Come on, it's gettin' late.

I get a headache from this train.

I remember when she was standin' there all nervous and shy with this little smile, and all I wanted her to do was trust me.

She did.

She did. You done?

How long we stayin' here? Not long.

I'm glad they tore this rink down. Come on.

You heard me. I'm happy they tore it apart.

The first time I walked your sister across this ice, we was over there.

She was nervous, but I weren't so great on the blades either.

Ice is stupid. People standing on ice are more stupid.

Then over there, when she was fallin'... my hand grabbed her and I got her arm.

Through that coat I could feel it.


You said the same thing last year, Rock.

Did I? You better develop your brain.

Can I ask you a question? Absolutely.

Come on, Rock, let's go.

We're done. There's no place to sit down around here.

It's all right. It ain't all right.

It's depressing and freakin' cold!

What's the matter with you, Paulie? You're livin' backwards, Rocko.

Change the channel from yesterday. Yesterday wasn't so great.

It was to me. Not to me!

You treated her good. You had the good times.

I treated her bad. I don't have to think about this.

She always loved you, Paulie.

Sorry, Rocko. I can't do this no more.

Can I help you? Nah, nah.

I used to come down this place a long time ago. Just lookin' around. No big deal.

Can I get you a drink?

All right, maybe just a short beer. OK.

Go. Yeah, go on. Get him to buy you one. Get him to buy you one. Go.

He's got it. He's spending money.

Listen... I don't mean to cross the line or anything, but I read about your wife's passin' a few years back.

Yeah, it was woman cancer. Yeah.

I always heard she was a nice person.

Yeah, the best.

Do I know you? We met a long time ago.

We did? When I was a kid you walked me home.

I did? Told me to stop smokin' and things.

Stop smokin'?

Are you little Marie that used to hang out at that Atomic Hoagie shop?

Yeah, that's right.

Yeah, now I remember. I walked you home.

When you got there, you turned around and said, "Screw you, creepo. "

I didn't say that. Yeah, you did.

You sure? Great insults last a long time.


Yo, is that you? Is that really you? How you doin'?

I think he wants to drink alone. Well, then, give him his drink.

I ain't stoppin' you. What's that, your man or something? No, I don't think so.

Anyway, me and my friends, we're down there. You think you could buy us a round?

You got the money. Just one round.


What...? What are you doin' pushin' my hand away like that?

What's your name? Angie. Why do you wanna know?

Angie, don't be playin' a fool for that guy. A fool?

A fool? I'm the fool? You're the fool, not me.

You got it twisted. You're the fool. I'm a person just like you.

You ain't no better than me. You think you're a big shot now?

You ain't no better than me. No better.

Wow. Glad you dropped in?

I think the neighbourhood's changin' a little.

What was that all about? I don't know. It's OK.

Well, if you wanna take off, I'll tally everything up.

Thanks. How you doin', Rock?

I'm good, thanks.

You live around here? About eight blocks from here.

Eight blocks.

Would you need a lift?

All right.

Did you ever get married? Yeah, sorta.

Sorta? Well, he took off.

Poof, just like that? Yeah, just like that.

You sorta have any kids? Yeah, I got one kid.

Yeah, me too. Me too.

Wonderful boy. Hey, tough guy!

What's the matter? You can't buy a round?

Girl was bein' nice to your dumb ass.

Yeah, what you doin' with that pig?

She ain't nothin' but a jealous bitch. Come on back!

Hey, don't listen to 'em.

Both of yous. You ain't no better than me!

Come over here! Everybody's her man.

You punch-drunk, goofy bastard. You ain't no big shot! Look at you!

You ain't even got a car to take that pig home.

You all right?


What are you doing? Don't get out. It's all right.

No, little Marie, it ain't all right.

Yo! What?

I'll tell you what. Get inside. You get inside.

Hey! Leave him alone!

You see that? You see that? Yeah, yeah.

What do you say? I-I'm sorry. I'm sorry.

Good job.

That guy sends his apologies.



Martin. Yo, Martin!

I see you still got your key. Yeah, I got a key. You got time to talk?

I got a lot of time since your people let me go.

You know I had nothing to do with that.


Yeah, we moved in about a year ago. Yeah?

I mean, it's only temporary. Yeah, I can see that.

I'm gonna look for an apartment. Apartments are nice.

Yeah. It is what it is, you know. Yeah. It is what it is.

But this place used to be nice. There's a lot of history around here.

Yeah, like down the street there is the Cambria Fight Club.

They used to call that the Bucket of Blood. I took some beatings there.

But it was nice. Good memories. I heard these buildings are 100, 150 years old.

So, I mean, if I was 150 years old I'd be falling apart too, so it's OK the buildings...

Does that light work? No, it's burnt out or something. Yeah.

Hey, listen. Thanks for the ride, and I'm sorry about those guys.

Oh, that's OK. Some of those guys just got their brains on backwards and stuff.

What's he doin' out so late? Is that your kid?

Yeah. I wish he wouldn't stay out so late.

Amazing. Yeah? What's that?

Oh, last time I seen you, you was a kid, and now you officially got one of your own.

It's amazing. You know, he sorta resembles you.

He's got that, you know, big Irish hair.

Yeah, it's the other one.

Yeah? His father was from Jamaica.

Jamaica? European.

Was you on a cruise ship or somethin'? No, not really.

What's his name? Steps. Short for Stevenson.

Right. Makes sense.

Is he lookin' like he's mad at me, or is it the angle I'm standin' at?

No, no, no. He's a good kid. You want to meet him?

You know, it's gettin' kinda late. I got so many things to do. It's...

Yeah, I understand. Thanks again for the ride and everything else.

I'll see you.

You too.

Hey, Steps, come on, let's go. Say good night to your friend.

What are you doin' out with no hat on? Did you get something to eat?

Did you eat your dinner? Yeah, I already ate.

You're late, you know? I've told you...

Yo, little Marie.

Ain't you going to introduce me to your kid? How you doin', Steps?

What's up? Listen, I got this place, this restaurant, nice little eatery not too far from here.

What's all this junk? A tissue...

Sometimes I feel like a kangaroo with all the stuff in my pocket.

Here you go. I got a card, there it is.

And if you ever get a chance, it'd be great if both of yous come down there and eat.

It'd be great. Free. You know?

Anyway, I'll leave it over there... Here.

I'll leave it on the steps. Steps.

See you later.

Come on, let's go.

You've known what's best for you since you were ten and walked in here alone.

Got everything money can buy... except what it can't.

It's pride.

Pride is what got your ass outta here.

Losin' it is what brung you back.

But people like you, they need to be tested. Need a challenge.

That ain't gonna happen. Ain't nothin' out there.

There's always somebody out there. Always.

And when you find somethin' standin' in front of you, somethin' that ain't runnin', ain't backin' up, and it's hittin' on you and you're too damn tired to breathe...

You find that situation on you, that's good, cos that's baptism under fire.

You get through that, you find the only kind of respect that matters - self-respect.

Thanks, Martin. I appreciate it.

Now, what can the champ do for you?

You can give me some of that money you got.

You know I like you, Martin. But not that much.

How about a picture with the kid, Rock? Sure.

Here, son, hold up your fist. Makes you look more hazardous.

There you go. Thanks.

Enjoy your meal.

He's a nice guy. Rocky?

Yeah? Listen. Spider just went downstairs.

What's he doin' down there? I don't know. That's your friend.

Yo, Spider.

Let me do some dishes. I feel better. Oh, come on. You're my guest.

Let me do something. Keep eating. Guests do.

Don't make me fight you again. Last time you got lucky.

Lucky? OK.

Jesus wants me to work.

Yo, Rocky. Yeah?

You got guests.

Don't get too wet, OK?

Glad Jesus didn't ask you to cook.

You kept the card. Yeah, I kept the card.

Why don't you sit down? Yeah, sure.

Because you know what? I walk in there, I say good morning, I do this, I do this.

Tonight, boxing once again. Two contrasting styles in almost every way.

Hey, can you turn this up? Welcome to ESPN's Then Versus Now.

Who was the best of all time?

If two athletes from different eras could compete, who would come out on top?

Given the same rules, using the same equipment, who was the greatest?

We feed our facts into the computer.

They will weigh in on who they think is supreme, while fielding the comments of our panel of sports writers.


Yo, champ! Yeah?

Man, come check out this trash they talkin' about you.

What you talkin' about? Come check this out. Hurry up.

Tonight, the former two-time heavyweight champion from Philadelphia, Rocky Balboa.

Chuck Johnson, USA Today.

Rocky Balboa fought much tougher fights during a much tougher era in boxing.

You look at Mason Dixon and his career, he's been spoon-fed his opponents.

No question in my mind, not only does Rocky win, but he wins knockout.



What do you think? Dixon is a victim of his own dominance.

He's never been in real knock-down, drag-out brawls.

He's never had to dig down to rally back. If he tries to dig down against Balboa, he's gonna find that he doesn't have a big enough shovel. I clearly give it to Balboa.

What happened to you? What happened to you?

Burt Randolph Sugar.

Dixon has fought cream puffs, so we don't know what he's made of.

Both in their primes - and you gotta factor in Dixon's speed, his slashing offence - he cuts Balboa to bits, no doubt.

Dixon wins all the way.

Here's where our subjectivity ends. Let's see what the computer has to say.

Dixon unloads on Balboa. Rocky has no answer.

Balboa's eating dirt.

Now Dixon is done. He is reeling. He is almost out on his feet.

Balboa turning up the heat, hounds him across the ring.

He's bitten off more than he can chew this time, believe it.

Oh, a murderous right hook!

And Dixon is out on his feet!

He is out cold as he crumbles to the canvas.

And it is Balboa who has won the event!

Ladies and gentlemen, Baby Rocky. Baby Rocky.

I'm glad you liked the food. If you heat that up it's pretty good in the morning.

Yeah, thanks, man. Nice kid.

I hope this music ain't givin' you a headache.

No, I like it. It's nice.

Well, good. Good.

Yo. You think Steps wants a job?

Make a few bucks in a weekend. It's good makin' your own G.

My kid stashed a few bucks doin' that.

Why are you being so nice?

I don't want you to think nothing's off, you know? My wife, she's gone, but she ain't.

Yeah, I wasn't thinkin' that, believe me. No? Then what was you thinkin'?

That you don't owe us nothin'. What are you doin'?

Be patient.

No, I don't owe you nothin', but why you gotta owe something to get...

Yo! Yikes.


But why you gotta owe something to get something, you know?


I think hangin' out with your kid would be nice. What do you think?

I think that'd be nice.


That's very nice. I'm glad you come by.

Nice... nice watchin' you eat.

Good company.

Yo, little Marie. Let there be light.

You like dogs? Dogs?

Dogs. This is, like, a dog pound.

It's where they keep... a large variety of dogs.

I used to come here for sightseein', but, you know, you learn a lot talkin' to dogs.

Really, you do. Yeah, man.

Hey, man, how about this one?

He don't look too friendly, my friend. This is the one. Hey, boy, how you doin'?

What about this one? Come here, boy. Who, him?

Yeah, why not? Hell, no. That is one ugly dog, man.

I know, but it's kind of a cute ugly.

If you look at it closely, the colour kinda looks like old furniture, like some kinda pirate chest thing goin' on.

Yeah, sure, man. Hey, how about a young one?

Forget him. Come over here a minute. I want you to see something.

Now, you notice what this animal is doin' here, lyin' in that position?

He ain't doin' nothin'. He's doin' a lot. He ain't wastin' no energy.

Cos he's dead.

There's a lot of good mileage left in that animal.

Some good food, the addition of a couple of new friends - bingo, he's back.

But what do you think's a good name? It's your dog. You name him.

Hey, no. It's a community animal. 50-50.

Look, I don't know much about no dogs.

Well, you know, Steps, it ain't that complicated. You pet 'em, you feed 'em, and nature takes its course, you know. Don't you wanna name an animal?

I think every guy should one time try to name an animal something.

I don't know. Fleabag.

It's catchy. You know, it ain't original but it's pretty good.

I think you could come up with in your young brain something better than Fleabag.

Punchy. How's that?

Punchy? Yeah, Punchy.

I like it, you know? For real?

For real. Punchy it is. I think Punchy's easy to remember, it's not that hard to spell, and then once it's in your brain you never forget it.

Punchy. Very good. All right, man.

Good call. All right, Punchy.

You ready to be bailed out, my friend?

OK. Hey.

You know I was just joking with you, right? Yeah, I know. You're a very funny guy.


Excuse me.

Rock. Yo, Paulie.

Hey, they're gonna be talking about that fake Looney Tune fight.

Hey, come on. We're about to serve today's special.

Italian food cooked by a bunch of Mexicans ain't so special, Rocko.

Hey, yo.

Hey, I skipped work for this.

What an ugly dog.

It's a cute dog.

Hey, Rock. I'm gonna take off, all right?

That stuff back there is cool. You like that?

Yeah, man. Thanks. I appreciate it.

I'm gonna catch you later. All right.

Who's the criminal? He's a nice kid.

He dresses like a bum.

Coming from a human hamper, that's quite a compliment.

Hide the silverware. That's nice.

Hey, Spider.

Didn't you knock out that bum once?

Will you give it a rest?

I'm gonna be late for work for this. Give me a break, huh?

All right, just for a few seconds.

In the late '60s a simulated fight took place between two legends, Muhammad Ali and Rocky Marciano.

Marciano, long retired, and Ali, unable to fight legitimately for three years for refusing induction into the armed forces, was in need of money and agreed to the dream match whose outcome would be decided by a computer.

It's almost 35 years since Rocky Marciano won the much-disputed computer decision and guess what - not much has changed.

Last week, Rocky Balboa won... That's the cartoon fight I told you about.


A stunning knockout. And keep in mind this is taking the human factor out of it.

Whoa, that was beautiful. Rocky Balboa would be triumphant.

KO 13, and here's some of the fallout.

What started as a form of entertainment has now become this rallying cry for people who think an old-school athlete like Balboa could be better, so computer technology has to create what isn't. That's irresponsible.

Get therapy, will you?

Skip, how do you think Balboa would do against Dixon?

Badly. Personally, I think Balboa was completely overrated.

You know he owns a restaurant.

What's the specialty? Pounded chicken?

I would have paid to see the fight. Next topic, NASCAR, and the controversy that won't go away. Let's go back to Sunday's race.

Hey, hey, hey. Cheer up. Free advertisement.

Come on. Meat house calls.

Yo, Robert.

What are you doing out so late? I tried callin' but nothing was pickin' up.

Is something wrong? No, no, I just wanted to see you in person.

You wanna come inside? I wanna get your opinion on something.

Sure. Opinion on what? They say you only go around once, right?

Yeah, I've heard that. Well...

I think I wanna, like, do something.

Like what? Fight.

You know, nothing big. Small stuff, like locally.

Don't you think you're too, you know, old?

You think you oughta stop tryin' cos you had too many birthdays?

I do not. People'll think you're crazy.

What's crazy about standin' toe-to-toe saying, "I am," you know?

That's just the ego talkin'.

Look, what are you tryin' to prove to other people, Pop?

Prove? Listen, I... I stopped thinkin' the way other people think a long time ago.

You know, you gotta think like you think.

I do. Do you? Good.

You gotta... you gotta face reality.

OK? It's... it's a different world now.

Only the clothes is different.

I really don't know what you want from me.

I just want us to get involved, you know, like a home team.

Look, whatever it is, whatever you're going through, it'll pass.

Yeah, you're probably right. Time, it's gonna catch up to all of us.

Especially if you're standin' still. Hey, come on.

Look, I'm gonna call you in the morning.

Did you tell your kid? I did.

He think you're nuts? Yeah.

Well, he don't believe in you?

Welcome to my world, buddy.

Rocko, nobody's givin' you no title shot.

I know that. I don't want one.

So this isn't a mental disturbance?


You're mad because they took down your statue?


Not really, no. If it's about money, just hang a sign around your neck saying, "Punch me, $5." You'll make big money.

What? You haven't peaked yet?

Peaked? Yeah, peaked.

I don't know. There's still some stuff in the basement.

What basement? In here.

Tell me about the stuff. What about it?

Tell me about the stuff inside. Is it angry? Angry?

Are you mad because Adrian left you? She didn't leave, Paulie. She died.


You know, some... sometimes it's hard to breathe.

You know, I feel, like, this beast inside me.

It's OK, Rocko. Please, it's OK.

Is it... OK?

I... I just never knew it was supposed to be this hard.

It wasn't supposed to be like this, Paulie, you know?

You wanna come by and help me train? I got a job here.

I understand.

Remember you said if you stay one place long enough you become that place?

Rocko, this is all I got.

I understand, Paulie. I do.

Well, if you get time and maybe come down and see me train, I'd appreciate it.

Of course, Rocko.

Bye, Paulie.

Goodbye, Rocko.

Take care, Rocko.

This plenary session of the Pennsylvania Athletic Commission is convened in order to consider the application of Rocky Balboa for the issuance of a discretionary professional boxing licence due to his ineligibility to be licensed as a matter of right.

Mr Balboa, you are welcome here. Since you're representing yourself, we invite you to make an opening statement if you'd like to.

No, I'm just curious how I did, that's all.

All right. Well, the medical advisory board has informed us that the tests to which you have been subjected, you've passed these tests with flying colours.

And we congratulate you for that. Thanks.

However, this commission in good conscience cannot recommend you for a licence, and we therefore deny your application.

Didn't I do what you asked? Yes, you did.

So I should get a licence, right? Not exactly.

So why'd you give me all them tests if you was never passin' me?

We've got to stand by our decision here, and we have to deny your request for a licence at this time.

Yo, don't I got some rights? What rights are you referring to?

Like in that official paper they wrote. That's the Bill of Rights.

Don't it say something about goin' after what makes you happy?

No, that's the pursuit of happiness. What's your point?

I'm pursuing something and nobody looks happy about it.

But we're just looking out for your interests.

But maybe you're lookin' out for your interests just a little bit more.

You shouldn't ask people to come and pay the freight on somethin', they pay, they're still not good enough. Is that right?

Maybe you're doin' your job, but why you gotta stop me from doin' mine?

If you're willin' to go through the battling to get to where you wanna get, who's got the right to stop you?

Maybe you guys got something you never finished, you really wanna do, you never said to somebody - something! You're told no after you pay your dues.

Who's got the right to tell you that? Nobody! It's your right to listen to your gut.

It ain't nobody's right to say no after you earned the right to do what you wanna do!

You know, the older I get, the more things I gotta leave behind. That's life.

The only thing I'm asking you guys to leave on the table is what's right.

Yo! Have you seen the paper today?

Front row. Front row.

That is so great.

All right, all right. You know what? Let's go get some food.

Come on, come on. Hey! Robert, come on.

The last pay-per-views were in the toilet. You're not makin' championship money.

There's a bunch of nobodies out there.

I wanna talk to you about an interesting opportunity.

Look at me. You heard Rocky Balboa applied for a licence and got one, yeah?

Yeah. Forget about it. Hear me out.

You want me to fight a guy I can beat with both hands behind my back?

Everybody knows you can beat the guy, but that's not what it's about.

It's about money. We gotta capitalise on that computer fight.

This could do a million buys. 15, 20 million to you.

Forget about it. Then what do you wanna do?

Look, man, we got guaranteed fights. We don't.

You wanna do this now, I'll do it now. We got nothing, Mace.

All the fights you come up with all got rejected. You know why?

They're all bums out there. Nobody cares about them. There's no marquee value.

But this Balboa thing is interesting because... Listen to me.

It's a has-been-never-gonna-be world. Call it nostalgia if you want, but people can relate to that stuff.

This is a no-lose. It's all good. Good for who?

For you! Not for me, for you! Maybe you don't understand.

People don't like you no more. They're not supporting you any more.

Don't you understand that?

Don't look at me like I'm messin' with your legacy. Every jock thinks they got a legacy.

A legacy is what you get instead of getting paid.

Hey, don't talk to me like I'm stupid. I'm not.

Everybody knows you could kick this old man's ass, but you don't.

You leave him with a bit of dignity. So they say, "Mason's got compassion. "

"He's a decent guy. " You got a whole new audience who'll double your money.

Want a new image? That's how you get it. To replace the one that you two made?

Wait. We made your world green. You made the rest.

You made all this junk happen. I've had it up to here with this mess, man.

I'm goin' back to Martin's gym. All right, we'll talk about this crap.

I want Martin back. There's nothing to talk about.

How you doin'? What a surprise.

I was drivin' around the neighbourhood. I thought, "Why not drive by and say hello?"

Do you wanna come inside? The dog needs exercise.

Do you want to take a walk? Yeah.

It's nice outside. All right.

Nice and brisk. When did you get a dog?

We picked up Punchy a couple of days back.

Punchy. You named a dog Punchy?

Actually, your kid come up with the name. Yeah? I think that's disrespectful.

No, no, it's fine, really, no.

It's easy to remember, and it's all that, you know.

What do you think about comin' over to the restaurant?

What for? Well, you know, for, like... for work.

The hostess is gonna be having a kid. You'd do good.

I don't know. I'm telling you, you'd do good.

I appreciate what you're doin' for my kid, but I can't.

Hey, listen. I think you'd like it a lot. It's a nice environment. It's very pleasant.

Can we drop it?

What's botherin' you?

Nothin'. It's all right. I gotta get back. No, it ain't all right.

Oh, come on. What?

I'm the first person people see?

Yeah. You just give out menus, say hello, sit people down.

Look, little Marie, if I can do it, anybody can do it.

You could find ten better people, 100 better people for this job.

Give it a try. Like, two weeks. I don't wanna try.

Who put this stuff in your head? Nobody.

Well, it just don't get in there by itself.

Thanks for comin' by.

Yo. When was the last time you went dancin'? Has it been a while?

Why are you askin'? Cos you're dancin' around these problems, you might as well dance with me. I ain't that good, but I'm better than the average bear.

And where that came from, I don't know. You're crazy.

A little bit. But the way you're thinkin', the way you're talkin', it's a little crazy too.

Come on. You deserve better. Really. Come on over.

I need you to class my place up. Philly needs you.

And if you say, "Screw you, creepo," again I totally understand, but I warn you, I'm gonna put myself, like, geographically in the middle of the street and stand here, me and Punchy, wave to the first bus and say:

"Come over here and mash me, cos Marie turned down the job at the restaurant. "

"She thinks she's better than us. " Oh, yeah?

Well, there hasn't been a bus down here in 20 years.

Yeah? No.

That was a close call.

Listen, seriously.

Come on over. It'll be nice.

All right.


Sorry, Paulie.


How are you? Get my unusual up there.

Excuse me. Deliveries are in the back.

I'm not a delivery guy. Well, do you have a reservation?

Do I look like a freakin' Indian?

Hey, Rock. Rocky?

I think we got a little bit of a problem with this guy.

A problem? No, no, he's just a relative.


Yo, Paulie.

What happened to your eye? I hit it.

Why? Needed to.

What happened? I'm celebratin', Rock.

Why? I retired.



So when'd they start giving retired people meat instead of watches, Paulie?

I don't need a watch.

I got a watch!

You gave me a watch! Paulie...

I don't need a goddamn watch.

Yo, Paulie. I got a watch!

I got two watches!

Yo, Paulie!

Yo, Paulie.


It takes guts to climb back in that ring knowin' you're gonna take a beating.

You're gonna do all right, Rocko. How do you know that?

The stuff in the basement.

Thanks, Paulie.


You OK? Yeah, yeah. Good. How are you?

Oh, yeah, fine. This is great. Some guys over there wanna talk to you.


Thanks for comin' by. No problem. Our pleasure.

You wanna hear some stories? What kind?

A lot of people like to hear fight stories. Maybe later.

I'm Lou DiBella. This is LC Luco. He's Mason Dixon's manager.

Will you sit down and join us? Sure.

We have the promotional contract for Mason Dixon - who's a big fan, by the way.

When he heard you were interested in fighting, he thought, why not try and work something out? Like a special event, a first-class exhibition fight.

Why me? He respects the hell outta you.

And that computer fight got people curious. This could be very interesting.

But I ain't interested in getting mangled and embarrassed.

No, that's not gonna happen. Never.

Truthfully, I was thinkin' more on a, like, minuscule small level.

You know, small fights. Not big fights. Small fights.

Things that... Local. You know what I mean? Not...

Not a bad idea. But don't think of it as big.

Think of it like an exhibition, as a glorified sparring session.

And here's something you'll like - we'll donate a portion of the gate to charity.

Well, that's always nice. It's good to give.

Where is it taking place? Las Vegas.

Las Vegas. Nice and warm. This cold's gotta be killin' you.

A little stiff.

You move better when you're warmer. Yeah.

And if nothing else, you'll have new stories to tell.

I really gotta think about this. Absolutely.

Is that OK? I understand. No problem.

I'm gonna go. You can order something. What do you recommend?

It's all edible.

OK. Thanks.

We got him. Imagine if Dixon met this bastard in his prime.

He'd kill him. No kiddin'.

Man, I'm confused.

I didn't think this would come along. But this is what you wanted, right?

You know, I talk and I talk and sometimes I think what I'm saying is true, and then, you know, I look at myself and I'm not even sure what is true any more cos it's like I push this crazy idea about fightin'... I mean, what's it all about?

Do I care about standin' toe-to-toe and all that stuff?

Or like my kid says, is it just, like, ego?

Or am I this old pug who's just tryin' to replace old pain with new pain?

I don't know. I-I don't know.

Look, I know I usually don't say a lot.

I'm always listenin' and lookin' and...

But, you know, who you are, you know, the part of you that's so full of life, I mean, we all have that feeling, that fire, but we usually never get a chance to use it and then it just goes away.

But you can. You've got this opportunity, so do it.

Why not? I mean, this is who you are, you know? This is who you'll always be.

And you don't move aside for nobody until you're ready to move.

And it doesn't matter how this looks to other people.

All that matters is how it looks to you.


Rocky, look at me.

How it looks to you.

And if this is something that you wanna do and if this is something that you gotta do, then you do it.

Fighters fight.

You're not gonna punch me, are you?

All right, listen. I gotta go before I wear out my welcome. I'll see you tomorrow.


Fighters fight, right?

It's rare when you get to promote an event that's bigger than boxing. This is.

Skill versus will, with part of the proceeds going to charity.

The brainchild of Mason Dixon, to honour past heavyweight champions.

Warriors like Rocky Balboa. Let's open it up for questions.

A few great fighters have fought in their 50s with disastrous results.

Why risk the danger and embarrassment? The smart money says you have no chance.

A puncher always has a chance. This fight will be competitive.

Why are you doing this, Rocky?

I don't know. I'd rather do something I love badly than...

Than... than to feel bad by not doin' something you love.

The press has labelled you a Balboasaurus.

How do you feel about that?

Mason, say the following happens. You win, we'll say you beat an old guy.

You lose, say a thumb in the eye, you'll be the joke of the decade.

You all know that'd never happen.

This is only an exhibition. Don't go tryin' to make more of this than that computer tried.

Isn't this sport in enough trouble without circus events?

Next question.

This looks like a cheap bit of ring theatre between a has-been and a man whose own credible legacy and popularity is in doubt.

What's the upside? Doubt? Upside?

I mean... What do you mean, upside?

I mean, what do I have to do?

I'm 33 and 0, with 30 knockouts. I'm doin' you people a favour.

I'm havin' this exhibition for you, and you gonna make a mockery out of me?

I'm the champ. I mean, I get pissed, this guy get hurt.

See you at the fight.

The guy's a joke. He's gonna get crushed.

Oh, look who's here.

How you doin'? Have you seen my father? He's in the back.

We've never served this many meals.

And you're doin' good? You're enjoyin' everything, right?

Excuse me.

How you doin'?

Glad you come by. Can I talk with you?

Sure. Can we do it outside?

You're going through with this? I start training tomorrow.

Hey, Rock. I made some connections.

I can make some money on this. Endorsements.

Absolutely. Do that. Thank you.

Sure. OK.

So you nervous about the fight? Yeah, scared to death.

You don't look scared. Well, I ain't supposed to.

Then you don't have to do it.

Yeah, well, I think I do.

You know, living with you, it hasn't been easy.

People see me but they think of you.

With this going on, it's gonna be worse than ever.

It don't have to be. Sure it does.

Why? You got a lot goin' on, kid. What, my last name?

That's the reason I got a decent job, why people deal with me in the first place.

Now I start to get a little ahead, to get a little something for myself, and this happens.

Now, I'm asking you as a favour not to go through with this, OK?

This is only gonna end up bad for you and bad for me.

You think I'm hurtin' you? Yeah. In a way you are.

It's the last thing I ever wanted to do. I know that's not what you wanna do, but that's just the way that it is. Don't you care what people think?

Doesn't it bother you that people make you out to be a joke and I'll be included in that?

Do you think that's right?

Do you?

You ain't gonna believe this, but you used to fit right here.

I'd hold you up and say to your mother:

"This kid's gonna be the best kid in the world. "

"This kid's gonna be somebody better than anybody ever knew. "

And you grew up good and wonderful.

It was great just watching. Every day was like a privilege.

Then the time come for you to be your own man and take on the world, and you did.

But somewhere along the line, you changed. You stopped bein' you.

You let people stick a finger in your face and tell you you're no good, and when things got hard, you started lookin' for somethin' to blame.

Like a big shadow.

I'll tell you something you already know. The world ain't all sunshine and rainbows.

It's a very mean and nasty place. And I don't care how tough you are, it will beat you to your knees and keep you there permanently if you let it.

You, me, or nobody is gonna hit as hard as life.

But it ain't about how hard you hit.

It's about how hard you can get hit and keep movin' forward.

How much you can take and keep movin' forward.

That's how winnin' is done!

If you know what you're worth, get what you're worth, but you gotta be willin' to take the hits and not pointin' fingers, sayin' you ain't where you wanna be because of him or her or anybody!

Cowards do that, and that ain't you!

You're better than that!

I'm always gonna love you no matter what, no matter what happens.

You're my son and you're my blood.

You're the best thing in my life.

But until you start believin' in yourself, you ain't gonna have a life.

Don't forget to visit your mother.

Yeah, those are beautiful. Yeah.

You get off early from work? No.

I left. I quit.

Quit? Why?

I wasn't very...

I don't know. I just... I didn't... I didn't fit in there.

I understand.

So what are you gonna do? Right now?

Right now I'd rather be with you.

That all right?


It's been a long time since I've seen a fight.

You know all about fightin' so there's no sense us goin' down that road again.

To beat this guy, you need speed.

You don't have it.

And your knees can't take the poundin', so hard runnin' is out.

And you got arthritis in your neck, and you've got calcium deposits on most of your joints, so sparrin' is out.

I had that problem.

So what we'll be callin' on is good old-fashioned blunt-force trauma.

Horsepower. Heavy-duty, cast-iron, pile-drivin' punches that will have to hurt so much they'll rattle his ancestors.

Every time you hit him with a shot, it's gotta feel like he tried kissin' the express train.

Yeah! Let's start buildin' some hurtin' bombs.

You'll get it. You'll get it. You can do it, Rocko.

Gettin' stronger!

Come on, Rocko!

Come on, come on. There you go.

There you go.

You can do it, Rocko.

Gettin' stronger!


Four. Five.


Rocky Balboa, 217.

The undisputed heavyweight champion Mason Dixon, 221.

Thank you very much. I appreciate it, champ. Thanks a lot.

You know how much money is in this? A lot.

Imagine tryin' to clean this place. No, seriously.


You guys, I'll catch up with you all later, OK?

Robert, I want you to hang with me.

How you doin', champ? I'm good.

There's no reason for neither one of us to get hurt.

I'll do my best to carry you, make sure you save face. There'd be no embarrassment.

But I promise you, if you try to press me, you hit me, you hurt me, you hit me low, cheap-shot me, I'll get you outta there.

You know, a lot of people come to Vegas to lose. I didn't.

It's already over. Ain't nothin' over till it's over.

What's that from? The '80s? That's probably the '70s.

Just remember what I said.

Hey, yo, champ.

Yo, ain't you a little scared?

I don't get scared.

I think you try a little harder when you're scared. This is what has worked for me.

I ain't scared. You ain't scared of me?

Come on, let's see what you got. Hey, don't hit me, I'm brittle.

Hey. Hi.

I hope I didn't wake you. No. You wanna come in?

No. It's OK.

I just wanted to - I don't know - come by and wish you good luck for tomorrow.

Thanks. Yeah. Um... I brought you something.

I hope you don't mind. I took it from the restaurant.


Yeah. I thought she would keep you safe, you know.

Yeah, she always brought me luck. Yeah.

Yeah. Listen, I wanted to say thanks for everything you've done for me and my kid.

You've been great.

You know, tomorrow... you're gonna prove that the last thing to age in somebody is their heart.

I'll try. You go show 'em.

Thank you.

The heavyweight championship has been one of sport's most coveted titles for 120 years.

Two-time heavyweight champion Rocky Balboa, the Philadelphia slugger, renowned for his cast-iron jaw, ferocious body attack and will of steel, which have carried the smaller fighter to numerous victories against physically superior opponents.

And Mason Dixon, the current heavyweight title holder, with all the speed and determination any fighter could want.

But many still question whether he has the heart of a true champion, never having been pushed to go the distance. Tonight, we find out.

We're at the Mandalay Bay Events Center in Las Vegas, Nevada, for the much-anticipated showdown between Mason "The Line" Dixon and Rocky "The Italian Stallion" Balboa.

I'm Jim Lampley, with Larry Merchant and Max Kellerman, live from the Mandalay Bay Hotel, Las Vegas, where we anticipate one of the most compelling events in boxing history - the current unappreciated heavyweight champion, Mason Dixon, putting his reputation on the line against legendary ex-ex-ex-champion, Rocky Balboa.

Even though most see this as a glorified sparring session, the energy in the room is electric.

Why is this billed as an exhibition?

A wild guess - so they wouldn't have to call it an execution.

Zechariah 4:6 says, "It is not by strength, not by might, but by his Spirit. "

We have already claimed the victory in our Lord Jesus Christ.

Good luck, Rocky. Thanks, Spider. I appreciate it.

Nobody's expecting much, I think, from the way-past-his-prime former champ Rocky Balboa.

Rock, I gotta talk to you.

Look. Look, I know you got a lot of stuff you gotta get out of your system, huh?

Tonight you do it. Right?

Get rid of the damn beast.

Let it be done once and for all.

Please, I love you.

There go the lights. The buzz is building toward a roaring crescendo.

Where'd that come from?

I chose it. I love Sinatra.

He's very good, Sinatra.

Let's go. Very good.

And here comes Rocky Balboa, a veteran of the wars, here for one more last hurrah.

Or the Last Supper, with him as the main course.

What's that music? You can't be serious.

"High Hopes"? Talk about wishful thinking.

Maybe "no hopes" is more realistic. Anyway, the crowd likes it.

Look at the Italian Stallion! Cool and relaxed.

Rocky's an off-the-board underdog and they don't care at all.

This is about his pride and dignity and his punch, guys.

The last thing to go is a guy's punch.

Rocky always has that puncher's chance.

Rocky Balboa is still, as you can hear, the people's champion.

Prediction - for two rounds, Dixon's gonna have his hands full.

Two whole rounds? We have a cockeyed optimist in the house.

How you doin'? The crowd wants to see something real.

Jim, Rocky Balboa just asked me how I'm doing. Now, I grew up watching this guy.

I never thought I'd be calling one of his fights.

This is unbelievable. I'm a fan. I can't help it.

Now here comes Mason Dixon.

Dixon establishing his presence in the ring, and suddenly now a conversation breaking out at the ringside.

Mike Tyson calling out Mason "The Line" Dixon.

You can't call the shots. I'm the champ. You're not doin' nothin'. This is charity!

And you got that... you got that midget with you right there.

Ladies and gentlemen, welcome to the Mandalay Bay Resort and Casino of Las Vegas, and a special main event of the evening, ten rounds of heavyweight excitement sanctioned by the Nevada State Athletic Commission.

And when the bell rings, the referee in charge of the action, Joe Cortez.

And now, for the thousands in attendance and the millions watching around the world, ladies and gentlemen, let's get ready to rumble!

Introducing first, fighting out of the blue corner, wearing black with gold, official weight 217lb.

His professional record: 57 victories, including 54 knockouts, with 23 defeats and one draw.

He is the fighting pride of Philadelphia, the two-time heavyweight champion of the world, "The Italian Stallion"

Rocky Balboa!

I hope he gets his head busted.

Shut up.

Across the ring, fighting out of the red corner, wearing white with blue, official weight 221 Ib.

He has a perfect professional record, consisting of 33 bouts, 33 victories, including 30 knockouts.

Originally from Tampa, Florida, but now fighting out of Las Vegas, Nevada, the reigning, undisputed, undefeated heavyweight champion of the world Mason "The Line" Dixon!

All right, gentlemen.

All right, Mason, Rocky. We went over the rules in the dressing room.

I expect a good, clean fight.

Watch the kidney punches, rabbit punches, those low blows. Be careful with those.

Give me good sportsmanlike conduct. Remember, I'm fair but I'm firm.

Touch 'em up. Enjoy the ride.

The champ is not in the best shape we've seen him in.

Maybe he just plans to phone this one in.

That wouldn't be a surprise. Love you.

One thing about Rocky we know for sure, this guy's showing up in shape.

The old man's crazy. He's gotta be crazy. He's in here.

You just take it easy. This is an exhibition. Do it to him.

Three rounds to set a pace.

Every time you hit him, make a dent. Got it.

The moments before a Rocky Balboa fight? I can't believe it's here.

Round one begins. If old George Foreman shocked the world with one punch why can't old Rocky Balboa?

As much excitement as there is in the arena, there's a sense of foreboding as well.

And now Mason "The Line" Dixon goes to work with his jab, as though he's fighting the number one challenger in the heavyweight division.

This is to be expected early on.

You knew the champ was gonna control the distance with his jab, his height, his range.

Balboa, looking to get in a shot, misses wildly!

Did you like that?

It looks like a speed bag against a punching bag.

Rocky's frustrated - he came out of retirement to get into a fight.

Guys named Rocky don't like to be toyed with. One punch could turn it around.

Apparently he forgot his arthritis meds this morning.

Rocky misses!

There's a meat-seeking missile on the point of the chin by the champ.

More pinpoint jabs by Dixon.

There's a hard right hand, a left and a right by Balboa.

He drives Dixon into the ropes with a series of shots.

And the crowd goes berserk.

Dixon punishing Balboa for the temerity of landing those shots.

It's toe-to-toe in the corner, Balboa and Dixon letting it all go.

Balboa landing potent combinations to the champion's head. A wake-up call for Dixon.

You all right? Yeah.

Sit down. Bricks in his glove.

What happened to the angry stuff? It's still there.

Yeah, well, he came to battle, OK? Listen to me.

If there's any bone in your body he can break, he'll do it.

Give the man a little respect.

Compubox numbers tell the grisly story here.

Balboa landed nine of 13 punches in that round.

Dixon landed an incredible 59 out of 69.

Listen to me.

Rocky's been here a million times before - coming out to start another round after he took a beating in the previous one.

I warned him. I warned him.

Well, he's tired. His legs are going fast or already gone.

And what's truly extraordinary is that Rocky can still take it!

The boxing commission, which, remember, was criticised for licensing him, would be massacred if something happened to Rocky.

A monstrous straight left hand!

Down goes Rocky, and that could be the end of the fight.

That could be the exhibition right there. But no, Balboa up, as referee Joe Cortez asks if he wants to continue and Rocky says yes.

Even Balboa can be too brave for his own good.

Dixon comes right back to try to finish it. Balboa almost went down.

Rocky shoves Dixon back.

As Dixon lands these brutal shots.

Cover up!

Open shots at close range, right and left hands, and down goes Balboa, perhaps for the last time in his fighting career.

That should do it. Three! Four! Five!

Six! Seven!

Get up! Get up! Eight!

Nine! How do you feel? You OK?

Now Rocky, furious with himself, convinces Cortez he wants to keep fighting.

Dixon's pointing at the ref to end it, Rocky saying he's fine.

He wants to go on. Let it go! Let it go!

And Balboa comes back with a left and a right, and bulls Dixon into the ropes for the second round in a row.

Back comes Dixon with brutal left-hand shots. Dixon hurt his hand!

Go after him! This is Rocky's chance.

The champ just hurt his hand on Rocky's hip.

Balboa immediately going to work to the body. Huge right hook.

Balboa ripping away at Dixon's body.

These are big punches.


Rocky Balboa has knocked the reigning heavyweight champion down!

You hurt him!

Mason Dixon has never taken this kind of punishment in his entire career.

Maybe he's clearing his head, but the body shots really caved in his ribs.

Balboa is thinking knockout himself!

Another counter hook by Balboa. Followed by two more!

Dixon fires back his own hooks. Rocky's stunned.

It's an all-out war along the ropes, as round two comes to a close amid a giant tumult in the ring.


Yeah, all right!

Welcome to Rockyland.

How's the hand? My hand's broken.

If we lose, it's your ass. Your ass!

It'll numb up on you. It'll numb up in three rounds.

Once that hand numbs up, Dixon's gonna be able to throw it hard.

Until then, here's Rocky's chance. Take it to him! No reverse!

Take the pain, champ.

Everybody thought this was a joke, including me. Now nobody's laughing!

You go get him! Go out strong!

Keep him off you.

That's it! That's it!

You won that round. Break him down.

Bomb him! Bomb him!


Just keep throwin' them bombs.

Come on.

You can do this.

Rocky! Rocky!

Get him! Go!

Go through him. Run over him.

Unload on him!

Dig down, Mason!

They're leaving nothing on the table. The fans are standing.

They may not be able to sit down for a week.

You're doin' great. I'm doin' better than I thought.

Are you sure he's OK? I've had worse.

Toe-to-toe, one round to go. Who would have believed this was possible?

Can you see outta that eye? Let me talk. Look at me.

Don't take any more chances out there than you have to. There's nothing more to prove.

I gotta go out the way I gotta go out. You can do it, Rocko!

One more round, we go home. OK, then do it.

There's a saying that every great champion has one great fight left in him, and Rocky is proving it so far.

Come on. Touch 'em up. The last round of your life! The last round!

Come on. Touch 'em up. Let's go. Touch 'em up.

You're one crazy old man. You'll get there.

Let's go.

Tenth round of a scheduled ten. Who would have dreamed that Rocky Balboa would still be in this "exhibition" against the heavyweight champion of the world?

You can do it! Come on!

This fight is as though Dixon got on-the-job training in courage.

Cover up! They're both in a pain-free zone.

These guys are fighting in another dimension now.

Beyond belief! Balboa just walking straight into Dixon's punches.

Target practice for Dixon.

They're exchanging right hooks. Here comes Dixon!

He's exhausted from punching the man.

Knock this bum out, Mace!

What is it you said to the kid? It ain't about how hard you hit.

It's about how hard you can get hit and keep movin' forward.

How much you can take and keep movin' forward.

Get up. Let's go! Get up!

Rocky! Rocky! Rocky!

Get up.

Rocky! Rocky! Rocky!

Another monster body shot. Rocky's ancestors must have felt that one.

Start movin' those hands! Less than two minutes to go.

The crowd is astonished that Balboa got up.

Come on! Come on! Turn it over! All the way through!

.. and retaliates with fury!

Chop him down!

Come on, Rocky! Come on!

Take him out now!

They're trading shots again.

Balboa's trying to hit anything and anywhere!

Win it! Win it!


You're a great champion. You got heart. Thanks.

Thanks for the opportunity. Good man.

That was unbelievable. That's the greatest thing I've ever seen.

That's the kind of pride you're talking about.

Hey, Paulie.

The beast is gone now. The beast is out.

One of the most overused words in sports, guys, is "incredible".

I hate to say it, this is incredible.

Let's go!

Ladies and gentlemen, before we go to the score cards, a round of applause for these two heavyweight warriors.

We have a split decision.

Adelaide Byrd scores it 95-94 Dixon.

Chuck Giampa has it 95-94 Balboa.

And Bill Graham scores it 95-94 for the winner by split decision, and still undefeated, the heavyweight champion of the world Mason "The Line" Dixon!

You know I couldn't have done nothin' without you.

Yo, Adrian, we did it.

We did it.