Rocky III (1982) Script

It's blind instinct!

But now it is Creed coming back.

Creed with a left hand! What's keeping these two guys up?

A tremendous closing moment!

Here comes Balboa back, but the champion back with another left!

How did they getting out here, I don't know!

A right hand!

It's Creed! Now it's Balboa! Now it's Creed!

And now a tremendous left by Balboa!

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



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


Get up! Five.


Each trying to beat the count!

Get up!

Eight. He's trembling!


The champ is down! Ten.

You're out!

He won!

He's done it at the last second!

Balboa got on his feet and 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 a knockout... the new heavyweight champion of the world...

You were great. Rocky Balboa!

Excuse me. Excuse me.

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

Yo, Adrian! I did it!

I love you. I love you.

Come on, come on! Bring it to me!

Come back! Come on!

It's the Muppet Show!

Tonight, Rocky Balboa!

I want Balboa! I want Balboa!

Hear that, old man? You tell Balboa to come here if he wants!

Nobody can beat me! You tell him what I said!

And he's next! I'm gonna kill him!

Nobody can stop me! You tell Balboa that!

I'm coming after him! You tell him!

I want a shot at the title.

If Balboa's got the guts, he'll meet me in the ring or anywhere else.

My whole life was directed towards this here title, and nothing else.

I live alone and I train alone.

I'll win the title alone. I want him.

He can't duck me forever. He can run, but he can't hide.

Well, another southpaw... heavyweight champion Rocky Balboa, doesn't seem to be worried about much.

He's just defended his title for the tenth time.

He's even agreed to take on the world's heavyweight wrestling champion... in a sort of charity benefit... with all the proceeds to go to a local youth foundation.

Now, I'll have to give him credit.

Mr. Balboa manages to stay busy. He's a true sportsman.

And it looks like the number-one contender Clubber Lang... will have to continue to play the waiting game.

But that should be a great, great matchup.

Take it easy, okay?

Hey, you going ?

Don't forget to give Rocky my best, huh?

You know, I've been coming here years.

How about you give me, Paulie, your best once?

Take it easy, Paulie.

Paulie, you hear me?

When you see the Rock, tell him the boys all say "hey"!

Forty thousand!

I got another one!


You wanna hear "I owe ya"? You I owe nothing .

No, you don't owe me nothing .

So what do you want I should do?

My sister ain't here? She's home.

Well, me and her used to be tight until you come in.

I raised her, she don't come down.

She don't know about this.

You can up and go to hell, you know that?

Hey, watch your mouth, Paulie.

You gonna whack me? I don't sweat you.

I don't sweat you. Come on.

Come on, Paulie. Why don't you screw your head on right?

No, it ain't my head. Your freaking head is the one on wrong.


Well, what did I do? What'd you do?

Nothing . For yourself? Oh, nice.

You fixed your face up handsome, nice clothes.

What'd you do for Paulie? Anything?

Three years? Did you get me a job?

Just this. You gave me a lousy, stinking Ex-Lax watch. This!

PaulieWhat? What? There!

That's right! No, leave it down!

It never kept good time anyway.

You forget when you were a punk and those guys used to laugh at ya... because you were so jive. Who used to whack them bums out?

They laughed at both of us.

No one laughed at me.

Tell me, who fixed ya up with your first woman?

Me, Paulie! I was responsible!

She was pregnant.

So what? You was no prize either.

You know, I always give ya. I give ya.

What do you do? You buy a new house.

You move Mick in, right?

Did you ask me? Is there something the matter with me?

I got feeling s, you know. This ain't cardboard.

Everybody's got 'em, Paulie.

To hell with everybody.

No, Maybe it's to hell with you.

I don't wanna listen to this crap.

You talk like everybody owes you a living .

Shut your mouth.

Nobody owes nobody nothing . You owe yourself.

You're wrong! Friends owe!

Friends don't owe! They do because they wanna do.

Shut your freaking mouth. You been keeping me down!


You know, you're like a crazy brother to me.

You really are. So I'm gonna tell you something .

This is coming straight from the heart, Paulie, and I mean this.

You ain't down, and you ain't a loser.

You're just a jealous... lazy bum.

Okay. I'm gonna break your mouth.

I'm gonna break your mouth!

Can I have a job?

All you had to do was ask.

You punch pretty good.

Think so? Oh, superb.

Cost a lot, huh? Yeah, a few bucks.

Got an extra one?

Any trouble with Paulie tonight?

No, nothing unusual.

Are you really gonna fight that wrestler? They're so big.

That's all right. It'll be fun.

You mind if I serenade you?

Come on. It's your part.

What are you doing ?

Come on. You can do it. No.

Rocky, you're gonna wake the baby.

Adrian, let's do a duet.

No, hold on a minute.

That's good, but it's not "doe-doe's. " doe-doe's, doe-doe's That's good.

I've been told doe-doe's By people And they all, doe-doe's Said you'd take me back Take me back like before

What's the matter?

I don't know any more of the composition.

Maybe we're lucky.

Yeah, we're very lucky. Very lucky.

Howdy, sports fans.

This is Dennis James with Jim Healy down here at ringside.

Tonight we have a most unlikely match for you the boxer against the wrestler with all the proceeds going to charity.

What are your feelings about a boxer against a wrestler in the same ring?

Well, you know, the age-old theory is... that the wrestler, once he grabs that boxer, that's all she wrote.

What the hell goes on inside your head?

Anything normal functions?

Yeah, there's a few.

I don't think so. Because to fight a creature like this... you gotta have about 100 pounds of brain damage.

I seen wrestlers that was bigger than dinosaurs.

You ever fight a dinosaur, kid?

No, not lately. They can cause a variety of damage.

The wrestling champion of the world is now entering the arena... and he is quite a sight-all decked out in red.

Why are they carrying him?

He's walking .

I'm coming after you, Balboa.

Let's call it off.

Come on. It's for charity.

You're wearing your anatomy out for charity. Nobody else does this much for charity.

Bob Hope would.

That's true.

Rocky, you better call Bob Hope.

To all my love slaves out there...

Thunderlips is here, in the flesh, baby.

Oh, my God.

The ultimate male versus... the ultimate meatball.

Boy, he is a monster.

How much would you take even to get in the ring with him?

Would you like to start at Fort Knox?

In the white corner, an incredible sight... standing nearly seven feet... weighing 390 pounds... the undisputed... wrestling champion of the world.... That's the biggest arm in the world! a man who calls himself the ultimate object of desire... the mountain of molten lust... the one, the only...


You're all trash!

You're all trash!

In the far corner, the slugger from Philadelphia...

You better shut up!

I'll break him in half!

How much do you think he eats?

About 202 pounds. weighing 202 pounds... the reigning heavyweight champion of the world...

Rocky Balboa!

Come to the center of the ring, please.

Okay, come on, Mick.

All right, you guys, you know this is for fun... so take it easy and give 'em a good show.

Listen, after the match, how about we get a Polaroid together, okay?

You're in trouble.

I'm gonna break him in half like this!

Seems like lately, everybody wants to beat me up.

This is entertainment. I'll squash Balboa!

Stay awake! Make faces! Move around the ring!

Got it? He is the ring.

I get nervous every time he does that.

Whoa. You move pretty fast for a big guy, you know that?

Listen, why don't we just move around a little bit, like give 'em a good show.

First I'll chase you, then you chase me, okay?

How's that? All right? We'll go easy.

Is that okay? Does that hurt? Stay away from him!

That hurt, all right?

How's that? Okay? Not bad, huh?

Come on, meatball! Come on!

Think it's all fake, meatball? All fake?

Thunderlips has gone absolutely berserk.

Run for your life!

Last stop, meatball!

Get up, boy! Come on, meatball! Get some of this right here!

Rocko, remember the neighborhood!

Get out of his way!

No, I'm not yet, not for the meatball.

I'm not done with him yet, boy.

If I can't break your spirit, I sure enough can break your back!

Is Daddy having fun?

Of course.

Get up!

Somebody lend me a hatchet!

Holy smoke!

Here we go, baby! Lights out, meatball!

Oh, my God! Balboa is really in pain!

No one can believe the superhuman strength of Thunderlips!

I am Thunderlips, I am the man!

Stop him, will ya?

You want this punching bag?



Catch me!

That's incredible!

Balboa was just heaved clear into the fifth row!

Now the fans are outraged too.

I'm gonna drag him down the aisle like a dirty rag!

You weakling, Balboa!

Take it easy!

Mickey, you okay? My heart.

Now the security guards are rushing in, trying to stop this slaughter.

Teeth are flying all around!

Cut my gloves off! Why? You finished?

Come on! Cut my gloves off!

A security guard flying through the air! The place is a zoo!

This place has turned into a zoo! This is very, very Want me to get a doctor? You sure?

The girls have gotten into it now. They're getting beat up.

Where are you going, you fool?

I'll be right back. You're a maniac! Come back here!

What are you doing?

Come back here!

Hey, come on!

Out of the way, worms! Come on!

Come on! Come on!

All right, Thunderlips, break it up! Break it up!

No choking! No choking!

I don't sweat you!

Hang on! Hang on there, kid!

How do you like it, huh?

You're kinda cute.

I don't need this.

Rocky is out-and-out strangling him.

Rocky hanging on like a bull terrier. Now he's got him in a stranglehold.

The body!

Knock his block off!

Timber! No!

It's unbelievable! Rocky actually did it!

A human skyscraper's been thrown out of the ring!

All right, that's it. Time is up.

Ladies and gentlemen, we have a draw. A draw.

Thank you, one and all, for attending the 12th annual charity match between the Italian Stallion Rocky Balboa... and Thunderlips, the ultimate male.

See you next year. Thank God.

Are you all right? Yeah, pretty good.

Good match.

Why'd you get so crazy on me out there?

That's the name of the game.

While you're still calm, can we get that Polaroid together?

Yeah, sure.

Adrian, come on over here. My wife Adrian, my kid.

That's Thunderlips. Al, would you do that?

That hurt. Okay, that's all right.

You know, sometimes charity really hurts.

Pinocchio told a lie, and his nose started growing real big.

Why didn't his ears grow?

I don't know. I didn't write the story.

Are you fighting again?

Today? No, I don't plan on fighting today.

Promise? Promise. Definitely I promise.

Good. I like you here.

Yeah? I like being here. Are you getting hungry, huh?

You want some Wheaties?

What are Wheaties, huh? Champions.

Breakfast of what? Champions. Champions.

And the father bear, he says, "Somebody's been sleeping in my bed. "

And the little kid bear said "Somebody's been sleeping in my bed,"

"and there she is. "

Thereby he pulls back the covers... and thereby exposing her to the, you know, public, see?

Come on, eat your cereal before it sinks.

Then what happened to Goldilocks?

What happened to her? I'm not exactly sure.

Busted for trespassing and got 30 days in the clink.

That's real nice, Paulie. That's nice to tell the kid.

Rocky, the car is waiting.

You guys better go.

Be a good boy now. We'll have a fun time, me and the kid.

Oh, Mrs. Stallion, you almost look pretty good.

Oh, thank you, Paulie.

Don't give the kid any beer, all right?

Okay, we gotta go. And Paulie, don't take him to the track, all right?

How ya doing , Mick?

Pretty good.

Now, we got a problem in the seventh.

Whatever happened to them quiet, tender moments, huh?

Thank you. Thank you, one and all.

Every once in a while, a person comes along who defies the odds... who defies logic... and fulfills an incredible dream.

On behalf of all the citizens of Philadelphia... and the many who have been touched by your accomplishments... and your untiring participation in this city's many charity functions... it is with tremendous honor that we present this memorial... which will stand always as a celebration... to the indomitable spirit of man.

Philadelphia salutes its favorite son Rocky Balboa!

It's beautiful.

Definitely a thing of beauty.

Thank you.

Thank you very much.

I don't know what, what do you say to something like this?

About three years ago... this city... really took me inside, you know?

And I want to thank you very much for that. I really do.

And I've been thinking that I wasn't gonna bring this up, but I might as well now.

I would never do anything to to hurt this sport that has been so really good to me.

And I've been talking it over with my wife... and my manager... and we think that Well, it's really hard to I feel like, well I'm thinking maybe it's time that I should... step down maybe and retire.

No! No!

Getting out while you can?

Don't give this sucker no statue. Give him guts!

I told you I wasn't going away.

You got your shot. Now give me mine.

Get the hell outta here!

Shut up, old man! I ain't going nowhere.

Now why don't you tell all these nice folks why you been ducking me?

Politics, man. This country wants to keep me down, keep everybody weak.

They don't want me to have the title because I'm not a puppet like that fool.

You know, you've got a big mouth.

Why don't you come out and close it, Balboa? Come on!


The guy's crazy. Don't listen to him.

The little man don't wanna come to me. I'll come to you and tell the truth.

I am ranked number one. One!

That means I'm the best.

But this bum is taking the easy matches, fighting other bums.

I'm telling you and everybody here...

I'll fight him anywhere, anytime, for nothing .

But you people ain't never gonna see that happen because he's gonna retire.

You see, he don't fight no real man.

He fight them setups. What?

You're a disgrace to this sport!

Shut up, old man! You and that chump don't know where I had to come from.

Balboa, your family doing real nice, ain't it?

You call yourself a fighter. Prove it now.

Give me the same chance.

The way you been ducking this is a disgrace.

If he ain't no coward, why don't he fight me then?

I can't listen to any more of this. I don't care what you're ranked.

You don't get no shot, and I mean that!

I'm glad you're seeing this.

I wanna fight this guy.

Well, you've got him.

But you fight him without me.

What are you saying ? It's finished.

Yes, I'm finished. I don't want no more of this.

I don't want no more of it. You understand? None of it!

It's all over with! Judge me by my fighting record.

Hey, woman. Hey, woman. Listen here.

Since your man ain't got no heart, maybe you'd like to see a real man.

I bet you stay up late every night dreaming you had a real man, don't you?

I'll tell you what.

Bring yourself over to my apartment tonight, and I'll show you a real man.

You want it, you got it!


Rocky, don't. Come on.

Rocky, please, let's go talk.

Rocky Rocky. Let's talk.

Why'd you leave?

Why'd you walk away like that?

Life's too short, kid.

Where are you going ?

I'm going on a permanent vacation.

What are you talking about? We got one more fight.

No, not we. You.

Why are you doing this?

I said, why are you doing this?

Because you can't win, Rock!

This guy'll kill you to death inside of three rounds!

You're crazy.

What else is new?

He's just another fighter.

No, he ain't just another fighter.

This guy is a wrecking machine, and he's hungry.

Hell, you ain't been hungry since you won that belt.

What are you talking about? I've had ten title defenses.

That was easy.

What do you mean, easy?

They was handpicked!

Setups? No, they weren't setups.

They was good fighters, but they wasn't killers like this guy.

He'll knock you into tomorrow, Rock.

Geez, Mick.

Why'd you do it?

Because the beating that you got from Apollo should've killed you, kid.

It didn't. It was my job to keep you winning and to keep you healthy.

You really don't think I got nothing left, do you?

Well, Rock, Well, let's put it this way.

Now, three years ago, you was supernatural.

You was hard and you was nasty... and you had this cast-iron jaw.

But then the worst thing happened to you... that could happen to any fighter.

You got civilized. Yeah

Oh, don't worry, kid.

You know, presidents retire, generals retire, horses retire, Man O'War retired.

They put him out to stud.

That's what you should've done, retire.

I can't retire knowing all this, Mick.

Oh, don't push it. Well, you been carrying me.

We don't need it.

You've been carrying me though.

I haven't been carrying ya. I been protecting ya.

No, it's not the way, I want this fight, just one more.

But we don't need it. I'll live in the gym.

We don't need it. Mick, I do.

And I'm asking you to train me one last time.

Oh, no, I can't.

If you don't...

I'll tell everybody you ain't bought a new pair of underwear in ten years.

You would, wouldn't you?

Yeah, absolutely.

No, no.

Come on.

One more time, then it's over.

It's a deal? Come on.

It's your head, kid. It's your head.

Yeah, it is.

Thanks, Mick.

Hot off the truck. Clean stuff. Get your robes.

Collectors' item! Once in a lifetime!

Get your buttons here!

You can't stand toe-to-toe with this guy. or he'll deposit you up there on Mars someplace.

He's too tough. He's too strong.

Listen. Now how the hell can we train in this creep joint here?

I mean, this is kind of a house of ill repute or something , isn't it?

Why did you rent this joint?

Oh, come on, Mickey. Let's go out in style, okay?

You wanna go out in style, go out in one piece!

Now let's get outta here.

Let's get back to the old gym, will ya?

Let's get some blood and sweat and tears around here.

Can we do that? Just relax and enjoy it.

They love it, Mick.

Go fight! Fight now. Go ahead.

Fight it, fight it. Get rough, get tough.

Get brutal. That's it.

Excuse me. Could I get a kiss?

Yeah, sure.

Get outta here, will ya?

It's like fighting in a zoo. It's a zoo, you know?

Is that the way you train for Clubber?

He ain't gonna kiss ya. He's gonna kill ya. You know that?

Get outta here!

Yo, Rock! How about a picture?

Yeah, sure. There ya go.

Put a little speed on there!

Put a little speed on there! That a boy.

All right, this'll tell us the story.

Fast! Side to side.

Side to side, Rock!

Shut up back there, can't you? Change your tune.

That's it! Punch, punch, punch!

That's it, kid. You're a deadly weapon.

Time, time, time. Quit it.

You're okay. Come on.

Put this on before you catch pneumonia. Okay.

I'll give you a little rubdown too. Yeah.

Hey, listen, kid.

I don't like to hear much of what comes out of people's mouths.

And I don't like soft-talking moments.

That's for sure. But I just wanted to tell you one thing.

I'm proud of you.

Well, thanks a lot. That's all right, kid.

Let's get outta here. Hey, Mick?


What'll we do when it's all over? I don't know.

Maybe join up with a circus.

Yeah, maybe. All right, let's go.

Rocky Good evening, everyone. Along with Bill Baldwin I'm Stu Nahan, and we welcome you to tonight's heavyweight title fight... which may prove to be the most memorable of all.

For tonight is the champion's final and perhaps most difficult title defense.

Rocky, do you feel you're in the best shape of your career?

Oh, yeah, absolutely. I feel real good.

He's a deadly weapon. He's one of a kind, and he's gonna do it.

Clubber, do you think you're as fast as Balboa?

I'll do my talking in the ring! Clubber, dance for us.

You better get outta here! I wanna be alone!

Will you retire after this fight? This is the last one.

After this, me and Mick are finished. This is definitely the last one.

Y'all parasites and leeches! Get outta here!

What will you do after tonight?

I'm not sure.

Maybe join the circus, eh, Mick? Yeah. Have some fun.

Come on, take your robe off!

I told you to get outta my face!

With us this evening is the former heavyweight champion Apollo Creed.

Do you have any predictions on this fight? How do you see this fight going tonight?

I feel its strength would have to go to the challenger... while experience and the world's hardest head would have to go to Rocky Balboa.

I know about that.

Now remember, Rock. Don't trade with this guy.

Take your time, wear him down... but don't stand toe-to-toe with him.

This punk's never been 15 rounds before.

Take him good. Okay.

Take him good. Okay. I will.

That's it.

So I predict that the champ's gonna take it.

Now wait a minute. Do you really think the champion can hit that hard?

Why do you think I'm sitting out here with you?

Hey, sucker! Balboa, you bum! You finished!

You through! You washed up! I'm the baddest in the world!

You're not so bad to me. What you say, paper champion?

I'm gonna beat you like a dog!

Can't you get that ape back into the ring?

You made me wait too long! You gonna pay!

Come on, mouth!

Get him outta there, can't you? Get him outta there!

Let me go! Let me go! Get outta my way! Get outta my way!

You know who I am? I'm the man!

You're nothing but dead meat! I'll meet you in the ring, sucker!

You're dead meat!

Let go!

Rocky What's wrong? It's his heart.

What's wrong, Adrian? Get a doctor!

Somebody get a doctor! Come on!

Sit here, Mick. Get 'em outta here!

Get'em outta here!

Mick, will you sit on the table? I'm all right.

Just take a deep breath. Get those guys outta here!

Move! Mick, will you sit on the table?

Paulie, tell 'em the fight's off. Go on! Go on!

The fight's not off. Are you outta your mind?

The fight's on. You crazy?

Mick, we can't, not tonight. I ain't fighting . Yes, tonight we're gonna fight.

Just let me get my breath.

Can't I get my breath? Is that against the rules?

Would you please get a doctor, Paulie?

He's on his way.

Mick, I can't go out there and fight like this. I can't go out like this.

Now get out in there. Get going , will ya?

Take him good. Get it over with, why don't ya?

Adrian, what am I supposed to do?

What the hell do you mean, what are you supposed to do?

After all these years together, you don't know what to do?

You oughta be ashamed of yourself.

Now get out there and do it.

Do it.

Do it.

You're the best.


Oh, my God.

Adrian, take care of him. Take care of him.

Well, good evening, ladies and gentlemen... and welcome to the featured event... for the heavyweight championship of the world.

And fans, with us tonight, truly one of the fistic greats... he's coming up from ringside, the Master of Disaster, the King of Sting, the one and only Apollo Creed!

And there he is, the former heavyweight champion of the world Apollo Creed.

Stu, he looks like nine million dollars.

Get outta my face! I don't need nothing you got no more!

Don't need no has-been messing in my corner.

And you better get that bad look off your face before I knock it off.

Come on. Wanna jump? Jump. Come on.

Come on, Creed.

Come on!

Yeah, come on!

Yeah, just like a chicken. You better run.

Give everybody a present and drop this chump, all right?

All right. Good luck to you.

All right, fans, here we go.

On my left, in the blue corner... hailing from Chicago, weighing in at an even 235 pounds... the world's number-one challenger...

I wonder how Mick's doing . the undefeated Clubber Lang!

I'm the best. I'm the best!

You and Clubber exchanged words up there. Any comment?

I have no comment.

And his opponent, in the opposite corner... really needing no introduction to the world over.

He weighs in at a trim 201 pounds.

The pride of Philadelphia the Italian Stallion and the reigning heavyweight champion of the world...

Rocky Balboa!

Listen to this crowd.

Now to give instructions in the middle of the ring... the referee, Marty Denkins.

Clubber, Rocky, you know the rules. I want a good, clean fight.

When I tell you to break, I want you to step back at my command and break.

Now go back to the corner and come out fighting at the bell.

Dead meat.

This is not gonna be a fight of finesse.

These are two guys that really throw punches.

This could end with one punch. Chump's scared.

Yeah. Hang him up.

See the look in his eyes?

Rocky, I'm no trainer. Just go out and kill the guy. Kill him, Rock.

He's scared.

I'm the new champion, I tell ya. I'm the new champ as of today!

The Italian Stallion, a rugged champion in the final fight of his colorful career tonight.

Jimmy Lennon was correct. He looks like well, just great.

Here we go. Oh, boy! The champion came out swinging!

Balboa's off to an incredible start.

He looks determined to destroy the bigger challenger.

Get in there! Move him back!


Now it's Balboa! They're going at each other!

You got him! You got him, Rock!

Double up! Double up!

Come on!

Come on!

The challenger is hitting him with everything he's got.

Come on, Balboa! You made me wait!

Come on, Balboa!

He hobbles away to his corner.

Grab him, Paulie.

Where's Mick? Where's Mick? He's okay.

I need him here. I need him.

He ain't nothing ! I told you he ain't nothing !

He's too strong. Don't talk like that. Come on.

Tear him up! I'm gonna smoke him.

I can't keep him off. I can't keep him off.

He's mine! He's mine! I'm gonna get him!

I'm losing it, Paulie. Where's Mick?

What do you got there? 200 over 50.

All right, let's start CPR.

Come on. You can do it. I'll try.

Round two. Rocky appears to be staggering.

I'll get him.

Coming out of the corner, here comes Clubber!

I'm gonna show you!

Come on, Balboa! Hit me!

Give it to me!

Let's see what you can do!

Move on the inside!

The champion is helpless. What a beating he's taking!

Unreal! A left to theDon't stand toe-to-toe with him!

Come on, Balboa

Get up. Get up, Italian!

Come on! Get up! Five. Six.

Seven. Eight.

Nine. Ten.

You're out!

Unbelievable! Incredible! What an upset.

Balboa in the corner out on his feet.

We have the time.

The winner by knockout new heavyweight champion of the world Clubber Lang!

I told you I'd do it!

Yeah! I'm the new champ of the world!

Go on! Get outta here now!

What happened? I'm all right. How's Mick?

He wouldn't go to the hospital. What?

Time is important. We must get him to the hospital immediately.



What? Mick


Is it over?

Yeah, it's all over.

Hey, what happened?

It was a knockout.

What round? Second round.

That'll do it. That's good.

We did it, huh?

We did it. We did it.

You don't have to worry anymore. Yeah, okay.

Everything's going to be okay.

You know? We did it.

We gotta get you to a hospital. Get how you used to be again.

You know, we did everything right.

No. No, listen to me. I did everything right.

We ain't done everything right. We got more to do.

Whatever you want to do, we'll do it. Okay?

I love you, kid. I love you.

Your instinct




It isn't...Jesus Christ!

Don't go away. Please don't.

We got things we didn't do.

We got more to do. We got...

My God Jesus

This concludes our service.

That's not the way to do it.

Who's that?

You should hit it straight. Step into it.


Right. I waited at your house for about an hour.

Your wife said you might be here.

What are you doing here?


If the papers knew we were talking like this, they'd think we was crazy.

Why you?

'Cause I'm the best, and you need somebody to teach you different.


To be honest, I don't think you can pull it off without me, Rock.

You still didn't give me the answer. Apollo What's the real reason?

Listen. It's quiet, isn't it?

When you retire it's too quiet.

We're too young to retire anyway.

Besides, with the right touch...

I could promote this thing into the gate of all time.

It'd be bigger than ours.

Heaven knows, I don't mind being involved with large numbers.


I don't need this no more. I...

I don't want this no more.

Look, man.

When you beat me, I hurt all over.

I didn't want to know from nobody, not even my kids.

Every fighter knows that hurt.

We get sick inside trying to live with it. Don't back off now.

Make it right for yourself or you'll be sorry you didn't.

We held the greatest title in the whole world, babe.

You lost that fight for all the wrong reasons.

You lost your edge.

All right, I know your manager dying. had you all messed up inside.

But the truth is, you didn't look hungry.

When we fought you had that eye of the tiger, man the edge.

Now you gotta get it back and the way to get it back is to go back to the beginning.

You know what I mean?

Maybe we could win it back together.

Eye of the tiger, man.

Why'd you have to come here?

I have the plan. Get back, man.

You got me curious.

You got me curious, Rock.

Clubber, do you accept the challenge for a rematch with Balboa?

I reject the challenge, because Balboa is no challenge.

But I'll be more than happy to beat up on him some more.

I always said he was nothing .

I can't wait to see him fall.

What do you think of him being trained by Apollo Creed?

Apollo who?

You talking about that old fool Apollo Creed?

One has-been teaching another. Just keep talking, pal.

When I see him, I'm gonna close it.

All right. When will the match take place?

The sooner the better. I'm the champion of the world.

Aing t nothing can be done about that. I can't be beat and I won't be beat.

This time I'm gonna train even harder.

There won't be no quick knockdowns. I'm gonna torture him.

I'm gonna crucify him real bad.

Hard words from a hard man.

The odds against Balboa making a comeback at 34 are very long indeed.

Can he do it? Most experts doubt it.

Balboa was a fine champion, but his time has passed.

I wish him luck.

Don't listen to it, Rocky.

No, do listen to it, Rock.

When this is over, a lot of folks are gonna owe you an engraved apology.

And you're gonna owe me a big favor.

What favor?

When it's over.

Rocko, come on. We're gonna be late at the airport.

Let's go. Have you forgot anything?

I think we have it all. Maybe another sweater.

Nah, California's not that cold.

It's great. It's scorching.

Listen, I want you to be a good boy, okay?

Okay. And don't give anybody a hard time.

Give me a kiss.

We'll call when we land. Yeah, we'll call.

You'll be a good boy? All right.

I'll bring you back something.

What the hell are we doing here in L. A. ?

This is where I started. So?

So this is where he's starting .

This place is disgusting. Why don't we stay at your place?

I think you're missing the point.

Let's check in and get over to the gym.

Rock, in my opinion, we don't need this place.

This is below you and the sister's standard.

We gotta give it a try. Come on.

I don't even have a gun.

Now, fun is fun. I like those kinds of things. But this I don't like.

Look at this place. Rats even have more pride than to be caught dead here.

I mean, look at the dump. I just don't like it.

Think of Adrian's health. I'm fine, Paulie.

It's Balboa, what's he doing here?

This is where I started.

That's your problem. Let's leave before they leave us for dead.

You see that look in their eyes?

When we fought I trained hard, but I didn't have that look in my eyes.

You had it, and you won.

You gotta get that look back.

Eye of the tiger, man. Come on.

Let's go.

Look at this place. No class in here.

Is he always so cheerful? I don't sweat you.

Don't get mentally irregular.

It's a free country.

Just don't get irregular.

I don't need no philosophy lesson here.

It just takes about six years to get to know him.

I ain't got six years!

Come on, Paulie. Just relax.

We're on business.

Hey, champ!

Hey, my man!

Everything's set up and ready to go, baby.

I know you know who this man is.

It's gonna be good working with you. Certainly had enough of working against you.

How do you feel? Pretty good, thanks.

We've been living modern, but now we're gonna train old.

I'm going over here and talk to some of the guys.

The champ is home!

We've gotta leave. I've got a reputation.

What do you mean, reputation?

You heard. I don't like these people.

You don't like them?

Well, maybe they don't like you either.

What did I do to them?

And they call me punchy.

Stallion, come on over here and meet some of the fellas.

I'll be right back.

How you doing , guys?

That's it. Come on. On the toes, on the toes.

Come on, Rocky.

He ain't too graceful.

That's why we're here.

You're wasting time. He's got heavy feet.

Get on the balls of your feet. Come on. Relax.

Get those feet out of the concrete.

It'll take time, but it'll come.

He can't train to the jungle junk music.

Relax, Rock. Here we go.

Balance your feet.

Let your body find the rhythm. Start a new dance called "the crawl. "

You can't train him like a colored fighter.

He ain't got no rhythm.

How stupid do I look? You look great Everything we do works off the jab.

Can he swim?

With a name like Rock?

No time to waste. Let's go. Another lap. Move it!

Another lap!

He ain't no tuna. We belong back in the gym.

He's gotta strengthen and use muscles he never thought he had.

Stretch, now. Move it, Rock!

Nobody could change that much. He's a bruiser. He ain't no boxer.

You keep telling him that and he'll be nothing.

Yeah? Another lap! Come on, now!

Move it! Move it!

Move it, Rock! Come on! Let's go!

That's it, stretch it. Stretch it out.

Let's go. You gotta pull hard, now.

Shut up, you Sterno bums! I'll squash ya!

There's decent people trying to sleep!

Shut up, you honky scum bastard!

Who needs this sick place?

I don't.

No class.

Damn, that Clubber's strong.

Fifteen rounds is a long time.

We gotta put him away early.

I figure with the pace we gotta set, Rock can last maybe... seven or eight rounds.

Then we'll be out of steam, man.

We got to put him away early.

At least the water's hot.

Well, we never really had a honeymoon.

It's not so bad.

You've been in worse places.

Rocky's in trouble in round two!

He takes a right and then an upper! He's been cut! Rocky's been cut!

Come on, now.

You gotta get tougher. Think smooth.

Bounce, bounce, bounce. Toes, toes. On your toes Push yourself! Concentrate!

Let's move it! Move it now! come on, Rocky, come on Have fun with this. Have fun with it.

That's it. Easy, easy.

Don't push it. Let it come.

It'll come. It just takes time, baby.

Come on, Move your head. Up and down.

Come on. Slip now, up and down.

In and out. Inside. Inside, baby.

Side to side. Move your head.

Watch him, now. Remember, he's got two hands, right?

Damn, man! What the hell you doing?

This guy will knock you on your ass!

Come on. It's not a game.

You wanna live in the hospital for five weeks this time?

You thought I was tough? This chump will kill you!

All right. Get your head on your shoulders.

Think about the fight. Think about the fight.

Clubber Lang's in, and he's trying to hurt you.

Here it comes.

He's jabbing. He's trying to hurt you.

You gotta fight him. Move!

He's hooking. He's hooking.

Damn, Rock, come on!

What's the matter with you?

Tomorrow. Let's do it tomorrow.

There is no tomorrow!

There is no tomorrow!

There is no tomorrow!

Look, there's just one thing that you gotta remember. We gotta get some speed.

You gotta get some flexibility. You gotta get some quickness. You understand?

Quickness and endurance. That's the end of it.

That's the only thing we gotta concern ourselves with.

Mickey never had me do this.

Okay, here we go.


Set? YeahGo!

Come on!

Come on!

You can't win, Rock!

You ain't been hungry since you won that belt.

He'll knock you into tomorrow.

What's the matter?

It's over.

It's all over.

What's the matter with you?

Can I talk to you?

I wanna ask you something important and I want you to tell me the truth.


Why did you come here?

I just don't want it no more.

If it's over because you want it to be over, I'm glad.

I do.

It's just you've never quit anything since I've known you.

I don't know what you want me to say.

I mean, what happened?

How did everything that was so good get so bad?

What's so bad? Tell me, what?

I wrecked everything by not thinking for myself.

Why couldn't Mickey tell me where it was right from the start?

He didn't have to carry me and lie to me and make me think...

I was better than I really was when I wasn't. He never lied.

Those fights weren't right. They weren't.

I never fought anybody who was all in their prime.

It was always some angle to hold the title longer than I should've had it.

Do you understand what I'm saying here?

I understand, but you've gotta understand that he loved you and that was his job-protecting you.

But that protecting don't help nothing . It only makes things worse.

You wake up after a few years thinking you're a winner, but you're not.

You're really a loser. We wouldn't have had the title as long.

So what? At least it would've been real.

It was real!

Nothing is real if you don't believe in who you are!

I don't believe in myself no more! Don't you understand?

When a fighter don't believe, that's it! He's finished! It's over!

That's not it! That it is.

Why don't you tell me the truth?

What are you putting me through?

You wanna know the truth? The truth is I don't wanna lose what I got.

In the beginning, I didn't care about what happened to me.

I'd get busted up. I didn't care. But now there's you, the kid.

I don't wanna lose what I got! What do we have that can't be replaced?

A house. We got cars, money.

We got everything but the truth.

What's the truth, damn it?

I'm afraid, all right? You wanna hear me say it?

You wanna break me down? For the first time in my life, I'm afraid!

I'm afraid too. There's nothing wrong with being afraid.

For me there is! You're human, aren't you?

I don't know what I am. All I know is I'm a liar and because of that Mickey ain't here no more.

You didn't push him into anything!

He was a grown man and he did what he had to!

And you have no right to feel guilty for what happened.

You were a champion and you did what you were expected to do... and you did what I and everybody else thought you should do.

And you wanna tell me those fights weren't real? I don't believe it!

But it doesn't matter what I believe... because you're the one that's gotta carry that fear around inside you... afraid that everybody's gonna take things away... afraid you're gonna be remembered as a coward that you're not a man anymore.

Well, none of it's true. But it doesn't matter if I tell you.

It doesn't matter because you're the one that's gotta settle it.

Get rid of it, because when all the smoke has cleared and everyone's through chanting your name it's just gonna be us! You can't live like this. We can't live like this.

'Cause it's gonna bother you for the rest of your life.

Look what it's doing to you now.

Apollo thinks you can do it. So do I.

But you've got to want to do it for the right reasons not for the guilt over Mickey, not for the people not for the title, not for money or me. For you.

Just you. Just you alone.

And if I lose?

Then you lose. But at least you lose with no excuses, no fear.

And I know you can live with that.

How'd you get so tough?

I live with a fighter.

I really love you.

I love you.

Just flick it.

Five more laps.

You gotta move in faster.

Faster! Faster!

Very nice.

Move your head! Move your head!

That was nice.

Come on, come on Speed


Rocky is fish

Good evening, ladies and gentlemen. I'm Stu Nahan along with Bill Baldwin.

We welcome you to Madison Square Garden a most-exciting backdrop for the anxiously awaited rematch between the former champion, Rocky Balboa and the reigning heavyweight champion, Clubber Lang.

We now switch to our remote cameras inside the dressing rooms.

Would you care to comment on how you plan to fight Balboa? What's your strategy?

Don't need any.

Balboa's so predictable and stupid. The man comes straight ahead.

He's tailor-made for me, and he's gonna get hurt.

Nice, just make sure you turn them over.

How does that look? Okay?

No, I don't hate Balboa, but I pity the fool.

And I will destroy any man who tries to take what I got.

Remember where you came from.

Remember what it took to get you here.

And you remember what he did to you last time, right?

Since both men are brawlers, with the edge and power going to Lang.

I would say that the odds are long against Balboa regaining his title.

Now it's your turn.

It's your turn, huh?

What's your prediction for the fight then? Prediction?

Yes, prediction.


Lang is a brawler who likes to hurt a man to the body.

And Balboa may never have psychologically recovered from that vicious knockout that Clubber laid on him.

It's time.

Here. What?

I want you to wear these.

Come on, Apollo. These are... the colors that you wore in our first fight together.

I can't wear your colors. Just wear 'em.

Apollo, Thanks.

Just make sure you wash 'em before you bring 'em back, all right?

Will do. Will do.

Thanks, Apollo.

And remember. After this, you owe me a favor.

What favor?

I have to agree. Toe-to-toe...

Lang is utterly devastating and he's much too strong.

All right, listen. I just wanna tell you I'm proud of you.

It takes a hell of a man to change, and you did it.

You're gonna prove it tonight, right? Right.

You did good, Apollo. Thanks, Paulie.

Let's do it, Paulie. Let's go.

Here comes Rocky and Apollo, the two former champions.

Take a look at Rocky.

Look at the tenseness in his face, the tautness of that body.

Boy, does he look serious right now. He certainly does.

And you know, the word is this is Rocky's last fight win, lose or draw.

And there he is. The Italian Stallion Rocky Balboa, climbing into the ring.

Boy, he looks incredibly thin, doesn't he?

I'd say he's gotta be about 20 pounds lighter.

Rocky Balboa, the iron man from Philadelphia.

And this crowd is certainly with him tonight. Listen Balboa doesn't really have any boxing skills.

I've never seen a fighter with as much raw determination.

Hold it, Stu. Here comes the champion now.

Clubber Lang. Listen to this crowd.

Take a look at those eyes. I've never seen a guy with such sullen eyes.

He is tough.

Clubber, go back where you came from!

He even belted a spectator on the way in. Did you see that?

Look at that man. Boy, awesome. Awesome.

He's tough. Look at that.

The heavyweight champion of the world.

Just keep it as quickHey, fool!

You ready for another beating?

You should've never came back.

Don't look at him.

Let's just be cool.

Hey, boy.


After I crucify him, you're next.

Just stay out of my face, chump.

Don't turn your back on me, sucker!

We got a brawl before the bell!

Apollo and Clubber wanna go at each other right now.

This thing is ready to explode! The fight is about to begin, but these guys wanna start right now!

Come onLet me go, let me go.

I'm gonna get you! Let him go!

Come on!

Let him go! I want him!

I thought you said, "Be cool. "That was cool!

I'm the champ! I'll beat ya like I did last time!

You won't have to look to find me! I'm here!

Ladies and gentlemen, and boxing fans on the round of world Welcome to Madison Square Gardens... and tonight's heavyweight championship of the world!

This crowd is ready tonight.

In the red corner the challenger... weighing 191 pounds.

From the fighting city of Philadelphia... the former heavyweight champion of the world... the Italian Stallion...

Rocky Balboa!

I'll tell you something. He has so slimmed down... he looks like a middleweight.

Out of the blue corner... weighing 237 pounds... the hard-punching battler from Chicago... the reigning heavyweight champion of the world...

Clubber Lang!

Referee Lou Filippo.

Okay, boy, let's go We went over the rules yesterday.

I'm just gonna repeat a few of them.

Let's watch your low blows and the rabbit punches.

In case of a knockdown, you go to the corner I tell you to and you stay there until I tell you to come out.

Is that understood? Any questions?

Okay, let's go back to your corner now. Let's go I'm gonna bust you up.

Go for it.

Well, here we go. The war is on.

We're just waiting for the bell.

Take my belt off. I'm gonna beat that chump.

Don't let this bum let you fight his fight. You're the best!

Here you go, champ.

Rhythm and power.

Keep that jab up. Thanks.

We're ready for round one now. Should be a great fight.

And here we go.

Rocky goes right out of his corner!

He goes right after Clubber Lang! He's throwing rights and lefts into Clubber's face.

What a start of a fight here!

Another jab. Another jab.

And another. This is not the Rocky we expected.

He's dancing like Apollo Creed.

Looks fantastic.

Another right.

There's a right. Look at that right to left to the head!

Clubber Lang doesn't know what's happening right now.

He's being stunned by this style. Look at the shots he's taking.

I can't believe I'm saying this, but he can't corner the challenger.

It's absolutely unbelievable.

Come on! Bring it to me! Hit me!

That right hand is just like a trip hammer.

Rocky, tie him up! Come on!

Hit me! Step back! Come on!

Tough first round! Tough first round!

And it's Rocky with a couple of rights and lefts to Lang.

Get off!

This crowd's going absolutely wild!

The folks are becoming absolutely wired

There's a good left-right combination by Rocky.

And a good left hand!

This is Rocky Balboa's night.

We've got pandemonium in the ring at the end of round one.

Lang wants more. He can't realize the round is over.

He's trying to get back to Rocky.

All right, all right. You look great.

Just don't get crazy and we're home.

I'll kill you, man!

The man is strong.

Next round, I'm gonna kill him! I'm gonna kill him!

Now, he's gonna come hard, right?

Keep crowding him. Don't give him a chance to set.

Counter and move. Counter and move.

I don't think Lang knew what hit him in this whole first round.

Here we go.

Now it's Lang coming out strong at the start of round two.

Rocky's still landing those rights and lefts.

He's using his right in the center of the ring.

He's really setting him up. Right, right, right!

Five unanswered shots.

Kill him!

Get out of there!

Get back there!

All right!

Come on! Break it up!

What are you doing?

Come on, Balboa!

Let's get those feet moving!

Get your hands up!

That right hand hurt Rocky again.

He's got him in the corner. Balboa's in a little trouble now.

Hold him, damn it!

Come on, Rocky!

This is Clubber's round so far. Lang is taking the momentum here.

He hold Balboa And Balboa is down! You'd better get up Get up! Damn it!


Can he get up? He's in trouble.

He's up!

And here comes Clubber again. Lang with the left hand.

Lang with another left hand. Now a right.

Another right! Another right!

And down goes Balboa again!

Stop the fight!


I got some more for you.

I got a lot of moves. Come on. Here we go again.

Clubber coming into him.

You ain't so bad!

You ain't so bad! You must be crazy or something!

I'm crazy? You're just a stupid fool!

But I ain't breathing heavy! He is a fool!

How could he come back from a beating like that?

What the hell are you doing?

It's a strategy, that's all. I know what I'm doing.

You don't know what you're doing!

He's gotta come to you! You're the champ!

He's nothing! He's mine!

You stand toe-to-toe with this bum and he'll kill you.

It doesn't take a man to stand there and get your head beat off.

Don't...He's getting tired.

Look, don't go wasting your punches! You're the champ!

Don't try to take him out with one punch! Use your head!

Now, you wear him down, he's all ours.

I know what I'm doing. I swear.

Don't tell me what you think!

Go out there and do it. Eye of the tiger. You understand?

Yeah Go out there and knock his head off. He's just a man.

Be more man than him! Eye of the tiger!

Eye of the tiger! up to down, side to side The beginning of round three. Tough rounds to call right now.

This is a little slower than the start.

It's my round.

It's my round. I'm gonna take you this time. Come on.

I'm gonna take you. You're mine. You're mine.

Come on. I'm gonna get you.

Get out there Stick him!

He's getting killed! He's not getting killed. He's getting mad.

The whole world's watching. Knock me out!

You can hit hard! Hit me harder!

Get out of there!

My mother hits harder than that! A little harder! Hit me in the face!

Again! Come on! You ain't so bad!

I might believe the strategy now. He's making Clubber Lang miss now.

See how he drew him in? Now Rocky's throwing the punches. But look at the punches.

He's lifting him off the canvas with those punches to the ribs!


Come on Come on

The place has gone berserk!

What a tremendous comeback!

Get up!

Five. Six. Seven.

Eight. Nine.

Ten. You're out! the new heavyweight champion of the world

And there he is The new heavyweight champion of the world, Rocky Balboa!

Rocky is exhausted!

We do it.

Ladies and gentlemen, the winner by knockout Are you all right?

Never better.

The heavyweight champion of the world... the Italian Stallion Rocky Balboa!

Rocky Balboa!

Come on. We made a deal.

I know, but this is extremely crazy.

It's mentally irregular, right? Yeah.

But it makes all the sense in the world. You owe me a favor.

I know. When did you think of this?

About three years ago.

This is very crazy, Apollo. Look, Stallion when you won that last fight, you won by one second.

You beat me by one second.

That's very hard for a man of my intelligence to handle.

Didn't you say after I beat you, you learned how to live with it?

I lied. Oh, you lied.

So now you just gotta prove it to yourself, huh?

No TV, no newspapers. Just you and me.

Nothing. Just you and me. Age before beauty.

Anything you say, Stallion. I'll do all the work.

I'll tell you, you better go slow...

'cause you ain't as young as springtime anymore.

I'm still young enough to whip your butt, Stallion.

Oh, yeah?

How are you gonna do that? You taught me everything you know.

Almost everything. You gotta remember, now.

You fight great, but I'm a great fighter. You ready?


All right You know, Stallion? It's too bad we gotta get old, huh?

Just keep punching.

You wanna ring the bell?

All right. Ding, ding.

Come on

Come on, come on Boy, you really move good for an older guy.

You're looking good, Stallion. I taught you well.

I think you taught me too good.

You can fly. Look out, now.

You don't want any of this. Come on.

Come on. Maybe I'm in here with the wrong guy.

Watch yourself. Ready?