Rocky V (1990) Script

ANNOUNCER 1: Ladies and gentlemen...

ANNOUNCER 2: We're in Moscow in the Soviet Union, and this promises to be the most watched event in boxing history.

I must break you.

Throw your right!

ANNOUNCER 2: He just will not let him out of that corner.


Rocky Balboa is in serious trouble.

He's getting killed out there.

Drago continuing to punish Rocky Balboa.

TONY: No pain! ROCKY: No pain.

No pain! No pain.

ANNOUNCER 2: Rocky's been hit with bombs.

Rocky's hurt!

Right hand from Drago sends Rocky Balboa 15 feet across the ring.

And his head's down.

Come on, get up!

It's been a one-sided fight so far.

And Drago throws a hard right hand that stuns Rocky Balboa.

They might have to stop this one before somebody gets killed.

Rocky taking punishment. He is completely exhausted.

And Balboa goes down again from a right hand.

Taking punch after punch.

Amazing willpower.

Rocky Balboa's taking Ivan Drago's best punches so far.

He's cut and he's bleeding.

PAULIE: All right, what's happening out there?

I see three of him out there.

Hit the one in the middle. Right!

Hit the one in the middle.

ANNOUNCER 2: The Russian's cut!

Hit him!

Whoa! Get him! Yeah! Go!

Hits the ground like a wrestler.

It's a gutter war!

No holds barred in Moscow.

All your strength, all your power, everything you've got!

Now, this is your whole life here.

And a big right hand by Rocky Balboa!

Rocky Balboa has done the impossible!


ALL: Rocky! Rocky! Rocky!

Rocky! Rocky! Rocky!

TONY: Man. I never saw nothing like it!

Came through like the champ you are.

You did yourself and everybody proud, especially Apollo.

ROCKY: Yo, Tony.

Yeah, what is it, baby? What do you need?

Get Adrian.


How's everybody doing out there?

Everybody... Everything's okay.

What's wrong?

Remember when Mick said when he was fighting, sometimes he'd fight so hard that he was thinking that he broke something inside, and he was gonna die, and that's what he said, that's when the angels was pulling on him.

Rocky, you're scaring me. I don't know...

What's wrong?

Adrian, I can't...

Can't what?

I can't stop my hands from shaking.

I never felt this thing.

You gotta see a doctor.

No, I... Right away. Yeah!

No, I just wanna go home. No.

No. You can see a doctor.

I'm just tired.

I just wanna go home, Mick.

And I'm just tired. I just...


I just... I just wanna go home, okay?



Adrian, where's the kid?

ADRIAN: I don't know.

I don't see the kid. Where's the kid? Ain't he here?

Dad! Dad!

There he is! There he is!

Hey, slugger, how you doing?

Say hi to your mom over there. Hi, Mom!

Then I'm forgotten now?

Hi, Uncle Paulie. Dad, how you feeling?

Well, I got a few new dents. How you doing in school?

I made the honor roll. You're beautiful! Home team!

Hi, I'm Sheila Downes, airport security. Hi.

Welcome home. If you'll follow me there's a press reception inside.

Rocky, how did you feel about the Russian people in general?

You know, it was very good. They was great people.

I mean, I didn't understand what they was speaking all the time, but I think I understood what they was meaning, you know?

Mrs. Balboa, did you learn any Russian?

Did I learn...

Yeah, yeah, she got fluent in vodka.

Hey, yo, Paulie...


Rocky, there are rumors of physical complications after the fight.


No, no, those were rumors.

He's in perfect physical condition.

Rocky. Rocky, a question.

Recently the American Medical Association recommended that boxing be banned.


REPORTER: Do you agree with the doctors?

Yeah, you know, absolutely.

I think that doctors should never fight. No.

DUKE: That was a beautiful answer, champ. That's right.

Doctors should stay out of the ring.

Doctors should never fight.

They should stay out of the ring forever.

Rocky Balboa, the funniest champion ever.

America's own Rocky Balboa. How are ya? How are ya?

George Washington Duke here, promoter extraordinaire, welcoming back Rocky Balboa, champion of all the Americans and all of the Russians.

Now, I would like to digress from the questions a bit and pose an interesting proposition to the media.

Everyone in this city, certainly in the world of sports, knows my reputation for promoting some of the finest extravaganzas...

I... What... this country.

Well now, with the press present, I'd like to ask you, Rocky Balboa...

Yeah? be the flamboyant, rambunctious sportsman we know you can be, and give this man here, Union Cane, a chance to challenge you for the heavyweight championship of the world.

Balboa, I want the opportunity to take what you got.

Isn't this bad timing to present a challenger, Duke?

The man just got off the plane.

Timing is the essence of life, gentlemen and ladies.

Now, what I have on this paper is the largest guarantee ever offered to a champion on this planet!

I'm talking about a fantastic international extravaganza, to be held in Japan, called "Letting It Go in Tokyo. "

People, ain't it incredible that only in America could people like us rise from oppression, rise from poverty, to join hands in this international event?

Only in America!

Excuse me!

Excuse me. My husband is retired.

He has nothing... He has nothing more to prove.

Hey, wait a minute! Wait a minute!

Hey, Rocky, don't you consider this a public responsibility to respond now rather than later?

Respond to the people.

I mean, isn't this a question of professionalism?

To talk about it now, not later.

Mind if I heal first?

The whipping you got ain't nothing like what I got here for you.

So, what in the hell does this all mean?

No, that isn't enough. We gotta hear about this now.

Gotta think about that. So, anyway, I wanna tell everybody that the flight over was really nice.

Come on, guys. We need more!

Adrian, you know, if you weren't with me, I never would have done as good.

You're my Adrian... You're always there, you know?

And my kid, having you is like being born all over again.

Come on, what do you say? Are you gonna retire or not?

Anyway, I'd like... Excuse me. I'd like to go home now.

Are you gonna give us something to write?

Thank you very much. I appreciate it. REPORTER: What do you say?


Don't worry. You'll get him. You'll get him.

I know. Really, it's great.

Yo, look at this place.

I swear, I ain't never leaving this place again, you know that?

I swear... Hey, would you like to dance?

How about a homecoming dance with your old man?

No, don't be silly. It's cold.

Come on. I'll warm you up, young lady.

Come on, have a dance. Hurry up, the music's almost over.

Do you like the song?

ADRIAN: You should rest.

Yeah, I know. I'm tired. Come on.

Yeah? Well, maybe I'll take you upstairs and violate you like a parking meter.

It'll cost you a quarter.

Yo, Adrian!

Where'd you learn to talk dirty like that?

Hey, Uncle Paulie, you notice something strange about Dad?

He just took a few hard shots.

I think you tell better jokes than me, Adrian.

Yo, did I hear somebody call for their old man?

Did you do this?

Hey, it's sleep time, kid, okay?

Dad, did you know that your bones grow three times as fast during the night?

No, I didn't know that, but I heard something like that once.

Is that me? Excellent!

ROCKY JR.: Yeah, that's you.

Now, is that me? Yeah.

When we was fishing, right? Yeah, that's when...

That's beautiful. Look at the tent.

You know, the fish was a lot bigger, if I recall.

Well, actually, that was a lot smaller.

Now, anyway, come on. Hit the bed.

It's time for you to get healthy and everything.

This is great, how you do this.

I don't know where you learned this.

It is something, how this thing comes out of your fingers.

Oh, my God.

Who's this?

That's Madame Dupont, my French teacher.


Yeah, she looks French, sure.

I wouldn't show this to your mother, 'cause she don't understand French too good.

God. Better cover that one up.

Well, champ, it's bedtime.

Hey, you know what? I know some French talk.

Knock, knock.

Who's there?


Madame who?

My damn foot's caught in the door.

That's an old joke.

What do you want from me? I'm trying. You know?

I don't know all the good things, you know?

Hey, what's this?


Look what I found in your ear.

Russian money. Money ears!

All right. Anyway, listen, kid, you gotta get some sleep.

Dad? Yeah?

Today when you said having me was like being born again...

Yeah? What did you mean?

Well, you know, when you come up like I did, and you got like three square meals of zero a day, you know what I mean?

You got the A side of life and the B side of life.

I'm, like, on the B side, but you, you got all the breaks.

So, when I see you having all these things that I didn't have, I, like, live through your eyes.

I enjoy it a little bit.

It's like having it all over again.

That's nice.

Hey, look at my face.

Do I look like a raccoon?

A little bit.

Yeah, like Rocky Raccoon? Yeah, a little bit.

No! Yeah, you do a little.


Hey, if you think I look bad, you ought to see the other guy's knuckles.

Anyway, yo, good night.

Okay, kid? Night.

Dad? Yo.

Glad you're home.

Thanks. I appreciate it.

And we'll play tomorrow, okay?

Maybe you can show me your English teacher.

She's pretty hot, too.

Nah! Yeah.

Good night, kid.

ADRIAN: You deserve the worst for what you did.

Paulie, it wasn't your money. It was Rocky's money.

You gonna be hysterical? You cost us everything.

That's what I need. It was a mistake.

You think I thought this all was gonna happen?

Don't you walk away from me.

You just gave up our life!

And you think it's like some stupid thing?

Paulie! Paulie, do you know what you did?

Do you know the seriousness of what you did?

I understand it!

Do you? Then answer me!

I understand the whole freaking thing!

I understand it! Your accountant's the crook, not me!

I did what I thought was right.

So, now, don't blame me for nothing.

I want to murder the bum worse than anybody.

Hey, Adrian, what's wrong?

Look what you done now.

She's dumping everything on me.

Come on, Paulie. Don't turn this around on me.

Come on, what'd you do, Paulie?

He gave power...

Power of attorney to our accountant. What?

Gave... I just didn't gave anything to nobody, huh?

He sent a letter!

He says we're gonna be in Russia a couple of months. He says, "And I need Rocky to sign a tax extension!"

Not an extension! That was a power of attorney, Paulie!

He's the thief! I need alcohol.

Rocky, on my eyes, I never stole a freaking dime.

Adrian, what's happening here?

It's gone.

What's gone?

The money. The money.

Everything. It's all gone.

LAWYER: The piece of paper Paulie had you sign wasn't a request for an extension on your tax returns.

It was a blanket power of attorney in favor of the accountant, who was involved in some very high-priced commercial real estate.

He thought he could flip it quick, take his profit, have your money back before you knew it was gone.

And unfortunately for you and everybody in this room, his deals fell through because the market dried up.

And you lost millions.

So, what are you saying? There ain't nothing I can do about it?

I'm doing plenty. I've filed eight criminal acts against him, but you've got tremendous debt payment on this property, Rocky.

You didn't pay your tax returns in six years, and the mortgage on your house hasn't been paid in months.

Wait, we didn't have a mortgage. Our house was fully paid for.

Don't take it from me. Ask him.

Apparently not. There's nearly $400,000 still outstanding.

The only thing you have that's not encumbered is a gymnasium that was willed to your son by a Mickey Goldmill in 1982.

You can sell some things. Remember those commercials you did?

You know, Paulie, I ain't no commercial kind of guy.

I'm a fighter. It's what I do for a living.

LAWYER: Nah, it's just as well. We couldn't get any sponsors.

With the investigation of the accountant, out pops a criminal record of Rocky's for assault in connection with loan sharking.

But that was a long time ago. He didn't know what...

Why not a couple more fights?

With your popularity right now, you could be out of this thing in no time.

No, he's retiring.

Rocko, fighting's the ticket.

I said he's retired!

Paulie, we're here because of you!

I'm not taking the heat for all this.

I thought I was doing smart business.

You thought you did smart business?

Hey, you... Me?

What are you talking about me? The accountant was your choice!

My choice? You should have known he was a thief, but you're never awake because you live in this fairy-tale world where the air don't move.

Paulie... You're like a season that don't change!

Hey, you don't talk to her like this.

I'm not no tomato can you kick around!

Paulie, no! Yeah!

You call Duke. You tell him I'll fight Cane.

I don't care, anywhere, anytime.

No, Rocky. LAWYER: If that's what you want, I'll get on it right away.

No. No.

Rocky, Rocky, please.

We can't go down like this. A couple of fights, we're out of trouble, Adrian.

Yeah, but you said you wouldn't.

No, I didn't say anything.

Look, did we come this far to lose it?

Well, you know, you have to see a doctor.

Adrian, I don't need to see no doctor.

I need to get a promoter.

Hey, you know, you gotta see a doctor.

If he says it's all right, I'll support anything you wanna do.

I gotta fight, okay?

I got problems. I gotta fight.

Will you do it for me?

All right, for you.

DOCTOR: Because of the continuous violent blows to the head, you've developed a condition particular to boxers called cavum septum pellucidum, which is a hole in the membrane separating the ventricles.

The brain's surface neurons in this area have also been traumatized.

Excuse me, Doctor. Simply stated, Mr. Balboa, it means that you've suffered some damage to the brain.

ADRIAN: How long until he recovers?

The effects are irreversible.

I... Rocky, you have to retire.

Adrian, I don't want to retire.

You know, this ain't the time to retire.

No, not in here, not in no office.

I just fought the best fight of my life. I just did that, you know, and all I need is a couple more.

No, Rocky, you suffered severe brain trauma.

Well, he could be wrong. Anybody could be wrong.

I don't think he is.

He ain't God. Look, Adrian, only God ain't wrong.

Hey, Rocky, this is what's good for you.

All I need is a couple easy ones, right?

Not with the way it is. You can't get licensed in any state.

He can't get licensed anyway, Doctor?

That is correct.

Rocky, do you love me?

Yeah, I love you. Why you ask that?

Because if you love somebody, you live with them, you live for them.

You don't gamble with a life.

Rocky, I don't care about the money. It's you.

That's all that matters.

Please. We'll be okay. We'll be fine.

No one's gotta know...


No one has to know, doctor, right?

It'll be strictly confidential.

Thank you.

AUCTIONEER: May we hear our next bid, please?

Are you done?


Moving along, ladies and gentlemen, item number 46.

Hey, kid. Bike's been sold.

Hey, bike's been sold. Get off the bike. Come on.

We have an opening bid. $25,000 is the bid.

Don't worry about it. We've been down before.

I'll get it all back.

We just gotta stick together, all right?

Home team.

Yeah, right.


Come on, you know, Mickey used to say a fight ain't over till you heard the bell.

We ain't heard a bell yet, have we?

Rocky Balboa's boxing gloves from his first heavyweight fight.


Hey, it still fits.

Why you wearing those clothes?

I was just going through some of the stuff up there, and I found 'em, and they feel kind of comfortable, you know?

Well, I was looking all over for you downstairs.

It's kind of depressing.

Yeah, I know what you mean.

What's this doing in your ear?

What? Oh, God.

Remember these?

I... Yeah.

Go ahead. You...

I remember when you took them off.

That's right.

First time I ever kissed you, remember?

Kiss me.

Adrian, I want to go out for a little bit, you know?

Just take a little walk.

I just wanna feel better, but...

Hey, could you talk to the kid? 'Cause he's...

He's really taking this hard, you know?



Where you going?

I thought I'd go to Andy's.

How you doing, Mick?

Slip the jab.

Slip the jab. Slip the jab.

MICKEY: Slip the jab, will ya?

Slip the jab!

That's right. That's it.

Hey, I didn't hear no bell!

ROCKY: Okay.

MICKEY: All right. That's right.

Slip the jab. That's it. Mentalize.

See that bum in front of you.

You see yourself doing right, and you do right.

That's pretty. That's very pretty.


Come here, Rock. My God, you're ready, ain't you?

And Apollo won't know what hit him.

You're gonna roll over him like a bulldozer, an Italian bulldozer.

You know, kid, I know how you feel about this fight that's coming up.

Because I was young once, too.

And I tell you something.

Well, if you wasn't here, I probably wouldn't be alive today.

The fact that you're here and doing as well as you're doing gives me, what do you call it, a motivization to stay alive?

'Cause I think that people die sometimes when they don't wanna live no more.

"Nature's smarter than people think. "

And nature is smarter than people think.

Little by little, we lose our friends, we lose everything.

We keep losing and losing till we say, you know, "What the hell am I living around here for?

"I got no reason to go on. "

But with you, kid, boy, I got a reason to go on, and I'm gonna stay alive, and I will watch you make good.

"And I'll never leave you. "

And I'll never leave you until that happens.

'Cause when I leave you, you'll not only know how to fight, you'll be able to take care of yourself outside the ring, too.

Is that okay?

ROCKY: It's okay.


Now, I got a little gift for you.

Mick, you... Now, wait a minute. Wait a minute now.

Wait a minute.

Really, I don't need nothing.

Look at this. See that?

This is the favorite thing that I have on this Earth, and Rocky Marciano give me that.

You know what it was? His cufflink.

And now I'm giving it to you.

And it is gonna be like a...

Like an angel on your shoulder, see?

If you ever get hurt, and you feel that you're going down, this little angel is gonna whisper in your ear.

He's gonna say, "Get up, you son of a bitch, "'cause Mickey loves you. "


Thanks, Mick. All right.

I love you, too.

Go after 'em, kid.

Go after 'em. Thanks.

You was the angel.

MICKEY: There it is.

What happened to his other cufflink?

I don't know. He only give me one.

He gave it to some bum.

Take you back Take you back Take you back Take you back From the streets Cometh a man A fighter Doin' the best that I can To survive Yes, and it's survival of the fittest Strive for what is mine The Lord is my witness Many believe in what they see And I wonder What do they see in me?

For a man, he must walk alone To grow And to bring his knowledge home School of hard knocks is my alma mater Lady luck, you know that I got her Fame and fortune never a concern Don't worry about these.

All right. Let's go, Paulie.

I really can't believe it. This kid's taking this too good.

MAN: Need a hand, champ? No, I got it.

Hey, Rock. It's good I kept the place, right?

How you doing? It saves money.

Yeah. Hey, get back.


A little aluminum on the front, hey, it's a winner.

Thank you.

WOMAN: Welcome back, Rocky! We missed ya!

It's only... It's only temporary, you know?

Come on inside.


Hello? DUKE: Mrs. Balboa?

George Washington Duke here.


Mrs. Balboa, can you hear it?

Listen close, you must be able to hear it.

Hear what?

The sound of the parade going by, of opportunity knocking.

I mean, what's it gonna take to get you people to realize I'm giving you a chance to pull yourselves together again?

Let me handle your husband's career and the money will pour in.

You can start living like human beings again.

Listen, Mr. Duke, we're living like human beings.

You ought to try it sometime.

You leave my husband alone.


When'd you start that?

I don't know. It's like a bad habit that comes back.

But, hey, listen.

We ain't talking about me, we're talking about you, right?

MAN: Hey, Rocky, how you doing, man?

Yo. How you doing?

Good to see you back in the neighborhood.

Yeah. Thank you. It's great to be back.

You know, you're real smart in school, but you gotta be smart on the street, too, see?

How do you mean?

Well, you gotta know who the players are and, like, who you're talking to around here.

Watch out for the scammers. Everybody's gonna try to scam.

What's a scam? Ask your father.

Well, a scam is like a hustle.

PAULIE: He don't get it.

ROCKY: Well, you know, like a hustle's related to...

WOMAN: Rocky? Yeah?

Rocky, remember me? I'm Bubba's mother.


You used to use his head for a punching bag.

Yeah, he had a nice head.

Welcome back.

So, anyway, like a hustle's related to a con, you know?

PAULIE: He don't get it. ROCKY JR.: A deception.

Excuse me?

You're saying beware of deceptions.

Yeah, that's good. Absolutely.

You're very smart, you know?

ROCKY: Hey, ain't this where the Atomic Hoagie shop used to be?

I'm new here, Dad.

This neighborhood's coming down with tooth decay.

It's called urban blight.


I'll tell you something, this place is blight new, you know?

I think a little aluminum siding and some paint, this place could be okay again. What do you think?

I don't know. Anyway, we're gonna be late for school. Come on.

Hey, Paulie, I wanna talk to the kid private, like, you know, man to smaller man, all right?

Right. Like I got no feelings.

Come on, Paulie.

That's how wars start.

Relax, would you?

So, anyway, you know, everybody's got an angle, you know?

Yo, tough break, Rock. Yeah.

Everybody's got a hustle, you know?

See, like these kids around here, they got street brains, you see?

That's how they live.

These kids ain't like... Listen to me.

They ain't like no personalities that you growed up with.

So you gotta stay very, very sharp around here.

I intend to.

"Intend. " You know, sometimes you make me feel very stupid.

Why? Why?

'Cause you're smarter than me, and that's a fact.

No, I'm not. Yeah, you are.

It's like every day you learn something new, and every day I forget something new, but listen. Listen to me.

We're in this thing together, so if you can figure out any way on how to fix things up, don't be afraid to tell me, 'cause we gotta stick together, 'cause what are we?


What are we?

Oh, oh... Home team.

Home team! You know, you got that right.

You know, I used to go to this school when I was a kid.

You know. Nice bricks.

Used to have good milk at lunch and everything.

It was real tough then, but I think you can handle it, don't you think?

BOY: No way, you don't even know what you're talking about.

If you went here, I can go here.

I'm not scared, really.


Well, I guess I'm a little scared.

But that's normal, don't you think?

Yeah. You know, I had 72 fights coming up, and every one of 'em I was scared.

So, yeah, you know, that's real, real normal.

I'll see ya later.

Okay, kid.

Here's the front door.

Okay. Hey, wait! What's this?


Goodness gracious.

Where'd this come from?

It's a strange place to stash your lunch money, don't you think?

It's just a lunch joke, you know?

Thanks, Dad.

Okay, listen. I'll see you later.

Remember, Daddy loves you. You're number one.

Home team!

Just be nice, right? You'll be okay.

And don't mess with nobody's girlfriend.

They don't like that around here.

ROCKY: You know, Paulie, I'm really worried about the kid.

You know, he ain't used to living like this.

He don't know the streets or nothing.

And that school, I know exactly what's gonna happen.

Some wise guy's gonna come up to him 'cause he's my kid.

He's just gonna come out and try to bang him out, give him a cheap shot, you know? I mean... Jeez.

Mr. Balboa? Yeah?

How you doing? My name's Tommy Gunn.

Yeah, how you doing?

Well, with a name like that, you better be tough.

Yeah, very true. It ain't easy.

Anyway, I come from Oklahoma.


I have an amateur's record of 45-to-one.

And I turned pro at 18, and I had eight fights.

You're a fighter? Yeah, I'm a fighter.

And now that I'm 20, I'd just like to show you what I got.

Well, I... I mean, I've saved up about 400 bucks.

Mr. Rocky Balboa. I could pay you for training.

Yeah... What?

Excuse me, young man, I have some business here.

What, is he lost or what? Thank you.

Good to see you again, friend. How you doing?

Yeah. How you doing?

DUKE: My health is fine. What more could a man ask for?

PAULIE: Money and hair.

Listen, I gotta go to work now.

What? Where? Here? In a sweatbox?


Can't be good for the image.

Urban light. What are you gonna do?

Hey, Rocky, Rocky... What'd you say?

Urban light. It's "blight. " Urban blight.

Rock, George would like you to consider putting on those damn gloves again.

It's a hell of a payday.

Well, you know, I'm officially expired.

No, you do have marquee value.

You put butts in the buckets, asses in the seats.

A businessman with any sort of brain don't retire when he can still pull in the bread, baby.

'Cause only in America do we get these kind of opportunities.

Union Cane's going for the title on the 14th.

Yeah, here's some tickets. Be our guests.

We have a strong feeling about this one.

Think he's gonna take it.

That's the time to challenge.

Because people love comebacks, and there's nothing in the boxing business more commercial than a long-shot comeback of a down-on-his-luck, pure snow-white underdog.

Now, like your Mark Twain once said, "Virtue has never been as respectable as money. "

Who's Twain? He was a painter.

Look, simply put, you're the great white hope.

You mean great white dope. No, forget it.

No, no, Rock, Rock...

I ain't emotionally involved in boxing...

Hey, hold it. Hold the bullshit.

I know what the problem is. You think I was born yesterday?

Merlin, show him the paper.

What paper? Now, this is your medical report.

It's not so good, but we can work around it.

Where'd you get this?

It really doesn't matter, does it, Rock?

You agree to fight Cane, and George here can guarantee you get licensed in any country around the world.

Guaranteed. You can do this?

No problem.

His comeback's in the bag and worth millions.

The time is hot, the deal is hot. Caliente!

We could use one more payday. I agree!

Adrian, where'd you come from?

What do you think you're going?

Mrs. Balboa just appeared. This woman is magic.

Look, I don't think you're very funny.

Are you trying to talk my husband into fighting again?

We're talking business, now, darling.

Do you like feeling hard up?

Do you like reaching in your pocket and only feeling your leg?

Well, do you? I didn't think so.

I'm offering you your last golden opportunity to dump this loser image.

Who you talking to?

Hey, Adrian, you weren't working across...

Hey, what the hell are you two people talking about?

This is a tremendous opportunity.

Opportunity for who?

For you to make money? For him to be disabled?

What would you do if the choices were reversed?

You have to think about that.

Rocky, they don't care about you.

You want to get serious? Let's get serious.

You represent the dreams of the long shots, the little people.

The never-wills identify with you, and identification is the key to public success.

You're a true champion, a true product of the people. Now sell it.

Sell it while there are still buyers.

They ain't gonna last forever.

You say you're a fighter? Then fight!

You say you want a champion's do, then do it and I'll make you so much money you could swim in it!

You can swim, can't you, darling?

What do you say? Come on. Put it there.

It's time to put some hustle behind this muscle.

He's done! He's done fighting!

You're a damn fool.

Maybe we ought to sign Mrs. Balboa to fight Cane, huh?

Looks like she's the one with the cojones in the family.

Yo, you don't talk like that in front of my wife, you know?

That ain't no park bench, boy.

I'll get him.

Rocky, I'm really sorry. I didn't wanna...

Hey, you guys want privacy now?

I'll be upstairs.


Rocky, I'm sorry. I... I...

But, you know, it just takes one bad hit, and you could be an invalid.

Well, I feel like an invalid already, Adrian.

Why'd you gotta come back here?

You're too smart for this place here.

I got nothing to do.

Gloria. I called Gloria.

She said, you know, she could use some part-time help.

Yeah, but why do you wanna do this, Adrian?

Why do you wanna go back to the same place you started from?

I gotta do it, but you don't gotta do it!

I wanted to be there so I could be close to you.

All right. Yeah.

You know, it's getting a little cold out here. Maybe...

Okay. Maybe you better get inside, okay?

I understand.

Are you all right? What?

Are you all right?

Yeah, I'm all right. I'm fine.

Hey, it's getting cold, okay?

Yo, Adrian! Did we ever leave this place?

I don't know!

Hey, mind if I talk to you now?

My head's a little busy right now.

George, I don't know if you're gonna get him.

This guy, Balboa, he don't think straight anymore.

None of these bums think straight, but all I need is an angle.

I'll fight Balboa right now. Hey...

I'm better than Balboa ever was.

Hey, hey!

I own the paper on you, boy. You will fight who I tell you, where I tell you, and how I tell you, you got that?

Don't aggravate the hand that feeds you, huh?

All right?

None of these bums think straight.

All I need is a hook.

Hey, ain't you Rocky's kid?

Yeah, you're Rocky's kid.

You're Rocky's kid, right?

Yeah, how you doing?

Yeah, I seen your picture in the paper.

And you know what?

Your old man's a punk. What?

Get off me!

And what are you wearing my coat for?

Just leave him alone!

You want a beating too?

Give me my coat! I'm not kidding around anymore!

JEWEL: You better let him have it. No way!

BOY: Don't get sick now!

Hope you don't catch cold, rich boy!

Keep it high. Slipping and sliding.

Slip the jab. That's it. Come on.

That don't interest you? This cup?

Rocky drinks out of it around the house. Ten bucks.

Well, hey, man. How I know it's the real thing?

Look at the lip marks, huh?

All right, five bucks. Five bucks. No more.

You got a deal. Okay.

Excuse me.

Tommy Gunn!

Is there someplace I can change?

In there. Give me the money.

Time! Hey, Richard, Richard, good friend, listen to me.

If you wanna survive, you gotta learn to slip the jab, you know?

Keep it high, and hit and not get hit, you know?

Okay, take off.

Rocko? Yeah?

Remember Tommy Gunn? Yeah, yeah.

He says he wants to fight. I told him to get married.


That's gym humor, Rocko.

That... Okay.

Hey, let's see what you got there, kid.

Get married, eh?

TRAINER: Benson, wanna move a little?

Yeah, all right.

ROCKY: Hey, Paulie, what's a cojones?

Cojones? Cojones is Latin for Spanish nuts.

TRAINER: Yo, Rock.

We're ready. ROCKY: Wonderful.

Hey kid, you got the headgear?

Nah, I don't need one. Nah.

He's gonna get his cojones knocked out.

Okay. Ready, guy?

Benson, go easy, all right?

BENSON: Sure. Okay, Rock. Time.

All right. Just go easy now.

Slip the jab now.

TRAINER: Go easy.

Hey, kid. What's his name again?

Tommy Gunn. Tommy Gunn.

Tommy. Whoa! It ain't no law to duck.

TRAINER: That's it.

Go side to side. That's it.

Whoa! All right, that's enough.

Hey, man! Take it easy, man!

Hey, come on, you guys, lighten up.

It's called sparring. Now, go on easy.

Whoa! Hey, hey!

Okay, okay.

Hey, lighten up! That's it. Tie him up.

That's it. You smell that, Rocko?

What's that? That's the odor of opportunity.

TRAINER: Hey, that's it.

What'd I tell you? Hey, hey! Time!

Hey, that's it! Time!

TRAINER: Chill out, man! PAULIE: Call time!

Time! Hey! Hey, back off!

Hey, that's enough! What's the matter with you?

Tommy, are you crazy or something?

Hey, what's the matter with you, man?

TRAINER: Get out of the ring. I'm sorry.

Get out of the ring. Cool off, kid.

All right. I'm sorry about this.

He stinks of opportunity, Rocko.

Hey, look.

Going easy don't mean breaking bones, kid.

Man, I'm sorry. But what do you think?

What do I think? I don't think you listen too good.

But you, you fight, you brawl like you was a street fighter, and I know something about that.

But this is called boxing. This ain't no mugging, you know?

I'm sorry. But I know I can do it all.

Yeah? Well, not on this date, okay?

That's it?

Hey, yo, I gotta work with these kids here.

You guys get ready. Come on, one more.

How about you try to manage me?


Yeah, unless you think I ain't got nothing going.

Man, got nothing going?

Yeah, all right, you got a lot going. You got a lot of tools.

But I ain't no manager. I ain't never been...

You know, the gentleman that owned this place, that was a manager.

But, me, I was always the managed guy.

Hey, look. Good luck, all right?

All right, guys. Let's go.

Come on, move around.

That's it. Nice.

All right, you guys, come on.

No cheap shots. Move it around.

How you doing?

Cold? You look cold.

I guess it has something to do with the weather.

Here, take my coat.

No, thanks. Where's your boyfriend?

Him. Forget it. He ain't got no manners.

I'm Jewel, if you wanna know.

I'm Robert.


Well, I been living here about six years now.

It ain't Disneyland.

You been to Disneyland?


You make it sound like everybody has.

I know you can't tell by the way I look, but I ain't like the other kids around here.

Why? I mean, what makes you so different?

I don't know.

I guess it's 'cause I wanna get out.

You know how it is.

You know, for an Italian kid, you ain't got a bad butt.

BOY: Shut up, man. Let's go. Come on.

PAULIE: First money I get, I'm going to Miami.

Why Miami?

Miami needs new gigolos.

Yeah, I read something like that.


My back is getting bad.

How come you don't have arthritis?

Yo, ain't I got enough?

MAN 1: Hey, watch where you're going.

Adrian's too good for this.

This place is really depressing, Paulie, you know? It's...

MAN 2: Yo, Rock, come inside.

Everybody's been asking for you. You too, Paulie.

ROCKY: Hey, no, thanks. I'm a little beat.

I'm a little thirsty.

Hey, you go if you want to, Paulie.

Mr. Balboa?

Look at this. Tommy Gunn.

Yo, why you still hanging around, kid?

Is there something I can do for you?

Yeah. I'd like to try again.

Hey, kid, you know, I'd like to help you out, but I really don't know nothing about no managing.

All I'm asking for is a chance.

Man, if I screw up or do something you don't like, man, you don't have to throw me out. Hell, I'll leave.

What have you got to lose?

Me? Nothing. I ain't got nothing to lose.

It's what you got to lose.

And I got nothing to lose.

Maybe you do. Like, look, what if I don't do good, right?

You know, and you don't make it?

I don't want you blaming me for this, kid, you know?

You know, here's what I would do if I was you.

No, listen to me.

If I was you, here's what I would do.

I would go home, and I'd talk to your family people.

Maybe you could come up with something better, you know?

I got no family people.

Man, all I got is what you see here.

Man, I know everything about you from back when you had your first fight with Apollo Creed.

Yeah. I read how nobody cared about you, how no one ever gave you a chance.

And I realize I don't come from the same streets as you do, but I'm hungry like you were.

And ever since I put on gloves, I've been waiting to meet you, 'cause I knew that if anybody could make me a winner, it was you.

Winner. Hey, Paulie, you see a winner standing here?

Yes! Man, you beat the best!

Nobody could ever say any different.

Look, Rock, you don't know me, but anything you want me to do, I'll do.

And if I can't, I'll bust my butt trying.

Man, I'm not hustling you, man.

All I'm asking for is a chance.

Man, just one shot.

Are you hungry?



Come on.

You're really gonna like the way Adrian cooks, you know.

She does, like, amazing things with macaroni, especially tomatoes.

But I gotta warn you.

She can be a little vicious with the garlic.

So, why'd this kid smack your face for?

It really doesn't matter, Dad. Sorry.

Hell, sure, it matters.

It does matter. They took his coat.

No. They... Look, I don't want the coat.

They took the one with the collar?

ADRIAN: I'm gonna go to your school tomorrow and just...

Yeah, you should. You'll only make things worse if you go.

Can't I do what I think is right?

Well, you know, what do you think is right?

A baseball bat across the face would be nice.

Paulie, what are you telling this kid?

Adrian, can I have the plate?

I'm sorry, yes, Rocky.

You know, I had trouble one time when I was in school.

It seemed like every day I got chased by this one kid, till one day my mother said to me, she said, "Just pretend the guy's like a balloon. "


She said if you pop him hard, these guys just go away.

Tommy, we're trying to raise our son so he can handle his problems with his mind, not his muscles.


That's why I'm gonna get mangled.

No, you ain't gonna get mangled.

Dad, will you teach me how to fight?

PAULIE: A baseball bat would be nice.

Come on. Do you want to grow up and just use your fists?

You know, Adrian, I don't think it would be so bad if I taught him how to throw a few deadly punches, you know.

Tommy, did your Dad teach you how to fight?

No. Not exactly. I had to...


Come on, sweetheart, don't get personal.

No, it's okay.

See, my old man, he used to drink a lot, seriously.

He'd go out with his friends and tie one on, then he'd come home and look to punch on me.

You know, he'd punch on my mother, too.

He did that a lot of times.

You know, so, growing up, I never really thought about fighting anybody but my father.

You know, when I was 13, I got in trouble at school.

He tied me down and he whipped me so bad I couldn't walk for a week.

Just couldn't do anything.

But, I tell you, the first guy I ever knocked out was my father.

And now when I get in the ring, it's like all I see is him.

That's kind of sick, huh?

Hey, yo, Tommy. At least you had an old man to knock out, you know.


Some of us didn't even have that, you know?

Yeah, someday you could punch out your pop.

Hey, yo, Paulie, what are you telling the kid things like this?

Hey, it's fittest of the survival.

Hey, Tommy, where you staying tonight? You got a place?

I'll find someplace to stay. I mean...

No, I tell you, we got room down in the basement.

It's not... It's nice, I don't know.

What about me?

Wait, now, sweetheart. Your son is sleeping down there.

No, well, he can stay with his uncle, right?

What the hell am I? A pit stop?

ROCKY: No... Hey, I don't want to cause any problems.

I mean, I can find someplace to stay.

No, it's okay. You know, it's just for a little while, you know, right?

No problem at all. You know, it'll be all right.

Hey, kid, I appreciate it. Is that all right? It's cold outside.

Hey, I'm not changing no sheets.

Hey, since when have you ever?

Hey, Tommy, why don't you come on down and we'll show you the whole place?

Sweetheart, why don't you go downstairs, show your Father what you did today?

Come on. Come on.

Hey, junior, your plumbing don't leak, do it?

You know this guy?

Yeah. He hits hard.

TOMMY: You know, Adrian, man, she can really cook.

ROCKY: Yeah, she's okay.

Listen, Tommy, we ain't had a chance to get this place too nice, so...

I'll get it together in a little while, you know.

Wow, man! This is what it's all about!

Holy mackerel... Well, I...

Why do you keep this stuff down here?

When did you get a chance to do this?

He took everything out of a box and fixed this up like this. It's beautiful!

And you painted! When'd you get a chance to do this, kid?

After school. It's no big deal.

If you don't mind me asking, where'd you get the glove?

This? Yeah.

Thanks. This is one of my favorite objects.

You know, like, Mickey give me this before he departed.

It was Rocky Marciano's cufflink that we had fixed.

Really? The real Rocky Marciano? Yeah.

Yeah. You know, you got me thinking about Mick.

I wanna show you something. Come on.

He told me a long time ago. He says that, fightin' is like, 90% in the skull and 10% in the body.

This is what he says to me.

Hey, Dad, I met this really nice girl today. She's great.

Yeah? Really? That's wonderful.

Yeah, she's a lot better than Sarah.

Hey, don't change the station.

I'll be right back with you.

I just wanna tell Tommy a few things, you know? Hey.

Who was your best friend back in Orlando?

That's... That's Oklahoma.

Right, well, yeah. Eric Elder.

No, no, no. No, your best friend is a guy named Frankie Fear.

You see, fear is a fighter's best friend.

You know, but it ain't nothing to be ashamed of.

See, fear keeps you sharp, it keeps you awake, you know, it makes you want to survive. You know what I mean?

But the thing is, you gotta learn how to control it. All right?

'Cause fear is like this fire, all right?

And it's burning deep inside.

Now, if you control it, Tommy, it's gonna make you hot.

But, you see, if this thing here, it controls you, it's gonna burn you and everything else around you up.

That's right, you know?

Anyway, these are the things that was taught to me, and if you want, I'd like to teach to you.

So, this... This mean you're gonna manage me?

Absolutely. Hey, home team! Okay!

All right! Yeah!

Let's go for it. TOMMY: Hey, Rock, as long as we're down here, do you mind showing me a few things?

Sure, Tommy. I'm gonna show you a lot of things.

Hey, rich boy, how much you got in your pocket today?

Nothing. Come on, let's have it.

Nothing. I got nothing.

Come on. Give me the money.

Come on!

Hey, I gotta eat.

He's hungry. He's gotta eat. Well, eat this!

I got it. I got it. Go.

Father Carmine! Yo!

Father Carmine!

You know, maybe he's not home.

No, priests is always home.



Well, I didn't want to disturb you that much, Father.


Everything is perfect. You know...

Father, this is my new friend, Tommy Gunn.

Well, I was wondering... You know, Tommy here is a fighter, and I'm supposed to be his manager, you know?

So I was wondering if you could do me a favor, you know, if you ain't that busy.

If you could throw us down a couple blessings, you know?

One, that I don't mess up being a manager, and B, that Tommy does as good as I think he can do.

You know, great, and don't get hurt none. Could you do that?

I love when he does that.

Hey, thanks, Father. I really appreciate this.


Okay. Hey, I'll see you in church!


Hey, man, what'd you do this for?

Hey, it don't hurt having an angel in your corner, you know?

Come on!

Hey, Rock, how's it going?

ROCKY: Doing great, guys!

Better slow down, we're gonna give you a ticket.

This is Tommy Gunn. He's gonna be champ, guys.

How you doing, Tom?

Break it up. Break! Break! Break it!

Get off the ropes.

Just go easy, all right?

Man, I need more work.

No, no, no, you're ready. No, I need more work.

This guy's killing me.

Now, listen to me. You're ready now. He's killing me.

No, you're perfect, you understanding me?

Man, I feel weak. I feel weak. No, no, no. Listen to me.

Shut up! Listen to me.

Mick used to say the only difference between a hero and a coward is the hero's willing to go for it.

All right? He's willing to take the shot, okay?

Now, this guy over here is scared, too.

You're scared. He's scared. You're both scared.

Remember, in the basement, when we was talking about fear and how it's like this fire, huh?

And you gotta control it 'cause it's like, it'll, like, burn you up or it's gonna burn him up. All right?

Now, you gotta make it work for you, Tommy, okay?

I would never do nothing that would hurt you.

You gotta understand what I'm saying.

Now, fear is like this fire, okay?

Now, let it burn and burn until it becomes like this volcano, and when the time is right, and you see the opening, explode all over this guy, okay?

Now, you can take him, okay?

It's all heart, you understand? Okay. Got it.

It ain't all muscle, it's all heart. Heart and fire.

Heart and fire! Okay.

Now you do it.

Remember, I'm like this angel sitting on your shoulder, okay?

I ain't gonna let nothing happen to you, okay?

Go! Got it.

Go for it Come on, Tommy, jab!

Explode! Left, right!

The body! The body!


All right!

Are you gonna stop or keep on rushin'

Farther, faster, quicker than the next man To be the best is the master plan Go on with all you got Give it your best shot Don't ever think about trying to stop Keep reaching, pushing hoping for perfection Make up the direction Don't ever stop for a moment If you got it, flaunt it And get up on it Go for yours not for a minute but all the time You better do it 'cause I'm going for mine


Go for it Go, go, go I see it in your eyes Time!

You've got to go for the feelin'

It's time for the rhyme of the bold and the gifted Listen closely and you'll get lifted Like you've never been before Get more than you bargained for, for sure Life can be a trip full of trouble But you gotta stand up and fight back double Don't let nothin' hold you back, yo When life says stop you say go, go Go to the body, Tommy. Come on.

That's it, that's it!

Sam, you okay? Hey, Tommy Gunn.

You got some guns, don't you? Paulie!

'Cause I know you got the knack To go farther than you've ever been before Rocky!

REFEREE: It's over.

PAULIE: 18, 19.

I see it in your eyes ROCKY: Drive through it. 85. Go on, now.

You got to go for the feeling

And 10. Come on, you can do it. That's it.

You got it. Come on, bring it up.


TOMMY: I got you. I got you this time.



ROCKY: Tommy, you know, these trunks, is, like, very special to me, you know?

Dig, dig, dig!



Way to go, kid! That was great! That was great!

CROWD: Tommy, Tommy!

Go for it, yeah Go, go, go I see it in your eyes Go for it

All right, kid.

You got to go for the feeling

Yeah! Whoo!

I beat the man! I don't believe it!

You sure did.

You're very swift, Tommy Gunn.

To be or not to be dope That's the question Are you gonna stop or keep on rushin'

Farther, faster Quicker than the next man To be the best is the master plan Yeah, Merlin, listen. Got an idea.

I think we can finally nail Balboa.

Go for it

They're waiting again. Yeah.

If you don't got enough money, I got almost a dollar.

Save it. Slumming again, bimbo?

Hey, barefoot, what you got in the bag?

Shut up.

Hey, squaw, what? You're not talking to me?

Take two more steps and I'm gonna pound your teeth out.

Go for it!

What'd he say?

The punk's losing his mind. What'd you say?

Go for it! JEWEL: Do it!

BOY: Kill him!

Come on! Put up your hands! Come on!

No way! I didn't like him anyway!

I think that belongs to me.

KIDS: Robert! Robert! Robert!

If you wanna end this, let's end it now.

Yeah, I got no problems with that.

See you later. All right.

I can't believe it.

Well, are you gonna tell your dad?

Yeah. Come on, let's go.

Good, that's it. One more time.

Yeah, yeah, look... Hey, Tommy, Tommy, you're doing great combinations, but you gotta learn to move side to side, like a windshield wiper, so you ain't getting kicked in the face with his jabs.

Dad! Back and forth, you know...

I got my coat back! Look, I got my coat!

That's great, kid. That's beautiful.

I trashed this guy. Everybody in the school went crazy. Everybody!

Hey, Rock, man, I'm cooling down over here.

Hey, listen, I gotta get back with Tommy

'cause we gotta work out. He's cooling down and everything, but...

Listen, go tell your mom. She'd like to hear things like that.

That's beautiful, you know.

Okay, let's go, Tommy.

Looking good! Come on, lay it on me.

Look at Tommy go! Look at Tommy go!

ANNOUNCER ON TV: Union Cane, the new heavyweight champion of the world...

You think I have a chance at that?

Absolutely. You kidding?

Hey, Tommy, anybody's got two fists, right, and a good heartbeat, they got a chance, right?

Like a monsoon, typhoon, stormin' in the worst way Here to stay, no play hear what I say Not goin' out 'cause I got it goin' on intense You're out!

Strong renegade cannot be slayed You wanna rate me A is my grade Move and groove till you're lookin' like a pro, yo Takin' 'em out with a rock-hard body blow Go!

ROCKY: Come on, kid, 49. Heads up!


Quick on the draw Shoot for the jaw Stone to the bone Rebels stand tall Ask for nothing Boy, you got hands of gold.

I want to introduce you to somebody.

Ring the bell Feel the vibration Straight to the kill For best stimulation Calculation for the situation at the end It's total ovation Keep it up Go, Tommy!

Don't you stop now Keep it up


Don't you stop now Keep it up, keep it up Keep it up, yeah

Keep it up, keep it up Keep it up, ooh Make 'em sweat wet like a hot dog Turns on your mind like you were an android

I'm on, I said it You know it, I meant it I control your souls hold the contract Adrenaline feels good like a climax

TOMMY: Yeah! REFEREE: That's it. It's over!

Tommy, back him up!

That's it! Yeah!

There's your boat, Rock.

What boat? The one that's sinking.

DUKE: Tommy Gunn at the top.

You come with the Duke, you can get the kind of payday fights Balboa could only dream about.

To the victor goes the spoils.

Slip the jab, Tommy!


You're out!

Yeah! Great, kid.

You did it, man! You did it! You did it!

Hey, man, now am I gonna get a shot at the title?

Yeah, you're gonna get one real soon. WOMAN: Tommy, over here!

Hey, baby, how are you?

ANNOUNCER: The winner, at two minutes and 10 seconds...

So, Rocky, when's Tommy going up against Union Cane?

We gotta talk about that.

How does it feel to be a manager? Get lost, will you?

Rocko, he ain't worth it, buddy.

He fought a great fight, you know, Paulie?

Your ship is sunk, Rocko. It sunk, huh?

He probably got hung up in traffic, Adrian.

He should have been here by now.

Why? Why? It's Christmas time.

He should be here with his family.

Well, maybe he doesn't think this is his family.

Sure it is.

Yo, Adrian, look. Look at this.


I wanna give this to him.

What do you think?

I think you've given enough.

Hey, come on, Adrian.

He's given us some things too, you know?

He's given us, like, a second shot, right?

Come on, it's Christmas.

DUKE: That's right. Only in America.

Having the best, wearing the best.

But to keep it up, you gotta stay on top.

Nobody remembers number two, kiddo.

I sure don't.

Now, Tommy, I've checked with the boxing commission.

It seems there's no formal contract between you and Balboa.

No, nothing. Just a... Just a handshake.

Tommy, this is a complex business and you got to stay sharp.

But I don't have to tell you that, do I?

'Cause it gotta be damn difficult, you living in Rocky's shadow, people calling you his puppet.

I don't know anybody who could have done it as long as you have.

Tommy, I'm afraid.

I'm afraid that if you keep going the way you're going, you're gonna be watching the parade go by.


Tommy, you haven't had the big payday yet, and you won't until you fight those top contenders.

And those top contenders, Tommy boy, I do surely own.

I got the contracts.

It's a complex business.

But if you want the best, then go with the best.

Man, what about Rocky? I mean...

Rocky can still train you.

My God, he's done a wonderful job.

Now look here, here's $20,000.

Take it as an advance.

Time to put some hustle behind this muscle.

Merry Christmas.

ROCKY: Whoa, stop the presses!

Yo, Adrian, I can't believe who just come up on the roof.

You know, hey, you know, he just landed there and crashed.

And who do you think it is?

Do I hear reindeer on my roof?

You know...


Unbelievable. It's like a billion...

Whoa! Come on.

Look who's here! You know this guy.

You got a weird family.

Don't I know.

It's gonna be next Christmas before he gets down.

Hey, let's put it together for Santa! Hey!

Merry X-mas. Yo, yo, yo.

Hey, I don't think you got it right, Santa.

No, no, no. It's, "Ho, ho, ho. "

What's the freaking difference?

Where I come from, it's, "Yo, yo, yo. "

Looks like we got a 90-proof Santa.

Hey, Santa, tell all the kids what you got in the bag for them that you brought from the North.

Yeah, I got my laundry.

No, you got the wrong bag.

Come on, chubby, get out of the way. Yo, watch it.

Let Santa take a seat.

Come here, little boy. You been nice?

Uncle Paulie! Come over here. Sit down here.

Hey, kid, why don't you tell Santa what you need? What you...

He's stretching the clothes, man.

I don't need nothing.

Hey, kid, tell Santa what you really want. Come on.

That ain't Santa. It's Uncle Paulie. Let's get real.

ROCKY: What do you mean, "Get real"?

You know, why you talking like that?

We're just trying to have a good time, and Santa's here and everything and...

It's stupid!

Yo, you know, come on. It ain't stupid.

We're just trying to pretend here.

But you see, you're supposed to be pretending.

It's like this game, right? You know?

I don't like pretending. Why don't you guys talk to Santa?

Hey, yo, kid, you know, I ain't talking to them.

I'm talking with you, here, you know.

See, it's very important that you spend time with the family, you know, and have a good time and just getting the spirit going, you know...

It's good, right?

Good for what? Come on, let's go.

Look, his friends are here. Maybe he doesn't want to.

Adrian, I know what he wants.

How do you know what I want?

'Cause I know you.

You know me? He thinks he knows me.

Look, I ain't celebrating nothing, okay?

Hey, wait a minute. Hey, yo, come here.

What's the matter with you?

You know? We always done this before.

We always had a good time, Adrian, you know?

We don't have to change nothing, never.

I mean, do you remember last year when we had fun, when we had a good time?

It ain't last year, and you ain't the same either.


Adrian, what... What did I do?

Go talk to him.

Even I could've saw this thing happening.

I should have went to Miami when I had the chance.

You wanna talk, let's talk.

You know, I thought we was supposed to be, like, like, you know, be very close.

Hey, come on, kid. I love you.

No, you don't.

Sure I do, you know? Do you remember what the deal was?

We were supposed to be, like, tight, like crossed fingers.

No, no, what you want is you and Tommy to be tight.

That's who you're really talking about.

Don't say that.

Why can't I say it?

Since he's been here, it's been "Tommy this, Tommy that. "

You don't have no time for nobody, so I got no time for you.

Hey, what are you saying to me, kid?

You're like another person.

You're the other person!

You said I would be number one to you!

You said that and you lied!

You lied to me and you lied to Mom!

I never lied to you.

Tommy needed my help.

So did I.

And remember when you said to watch out for scams and deceptions?


You're the one that should have watched out.

Where you going? Out.

When are you coming back? Later.

Later? When?

ROCKY JR.: Later.

DUKE: Season's greetings, Mrs. Balboa.

You take care of these people.

Behold, a Santa for all seasons!

What, are you guys lost?

Au contraire, mon ami.

I know exactly where I am.

Yo, Rocko!

Guess what's coming to dinner?

Tommy Gunn's got new friends.

DUKE: New friends for a new year.

Please. Paulie.

Nice tree. Charming.

Hey, Tommy, how you doing?

Merry Christmas, my lord. Greetings!

Yeah, how you doing?

Listen, I don't wanna take up too much time.

I just wanted to come by and give a little season's greetings.

I don't need no presents.

Give them to the neighbors.

Look, you've done a hell of a job with the man. Facts are facts.

I'd have to be blind if I didn't say a title shot isn't in the cards.

Title shot?

DUKE: That's right, title shot. Now, we're gonna work beautifully together.

No problems.

No friction.

Only harmony, huh?

It's time to put some hustle behind this muscle.

Why, our Tommy boy here's got a little something personal to discuss with you.

So I'm gonna be saying good night.

Merry Christmas.

KAREN: Merry Christmas to you.

See you soon, huh? Bye.

Sorry I'm late. I ended up having dinner.

Let's go.

Hey, that's okay, Tommy, you know, Adrian cooked something, but it's probably all cold now.

What we can do is make sandwiches. It's no big...

Rocky, I don't wanna make sandwiches.

I don't wanna make... No. Tommy, why did you bring him here?

He just wanted to come by.

Tommy... Rocky, do you mind if I talk to you outside about a few things?

Yeah, sure.

It's getting late.

We have to be there by 10:00.


No, it's okay.

Hey, Tommy, what did you wanna talk to me about?

Isn't it a long drive?


So, what do you think?

Well, where'd you get this from?

Duke gave it to me.


Hey, you know, maybe you ought to give this thing back, you know, Tom.

And I knew it. I knew you were gonna say that.

Give it back? Why?

I mean, the guy likes the way I fight.

It's almost 10:00. All right. We'll make it.

I know, but, you know, you see what he's doing here, Tommy?

Hey, don't let him put nothing between us, okay?

We got something good going here.

TOMMY: Put? Like what?

I mean, the guy was just talking about getting a shot...

But we don't need him, you know what I mean?

I mean, you're gonna get a shot.

You're gonna be able to buy 10 of these things here.

Rock, when you gonna wake up, man?

We're watching the parade go by.

What parade? What are you talking about?

What parade? TOMMY: The big time.

Man, the way I'm going, I'm not gonna get a shot at the title for a long time.

Now, listen, Tommy... TOMMY: And I've got a perfect record.

I'm 22 and 0. Where's the money? Where?

Man, we haven't made any serious money yet.

And we won't without the man.

I ain't talking about the money.

Look, the money is gonna be there, but...

I'm talking about your rep, Tommy.

Look, don't sell out. Don't. We don't need this guy.

Listen, Duke is a wonderful man. Put the top up.

Hey, forget about the top, would you?

I'm signing papers with the man tomorrow.

No, listen to me, Tommy, you sign them papers, you're like his property.

You see, you got no control. You know, this is a dirty business.

It's full of these thieves and gangsters, you know, and they promise every good young fighter who comes along...

They promise them the world, and then they suck them dry.

And they leave them when they ain't worth nothing.

They leave them in the gutter, broke, Tommy!

That's the way this business is run.

Look, guys like Duke, you know what he is?

He's a vampire.

He's living off your blood, Tommy.

You know, the thing I'm trying to do is what Mick done for me.

He tried to keep me away from the dirty part of the business, the way I'm trying to do for you.

Man, I ain't you! And you ain't Mick!

Man, when are you gonna understand that?

When are you gonna understand that this is a business?

In a business you need...

What, brains?

You said that, not me.

Is that what you're saying? You're saying I got no brains?

Look, Rocky, you took me as far as you could.

But Duke gave me my title shot, you didn't.

And if you wanna keep training me, then do it.

But if you don't, don't!

But it's my way or it's the highway!


Rocky, put on your coat.

Just put on your coat.

Come on. It's not worth it.

Adrian, it is worth it. He's just confused.

You don't see what's happening under your eyes.

Yeah, I do see! What... Yeah, he's...

He's twisted around by Duke. I see what's happening.

No, come on, it's you, it's not him. You can't live backwards.

Come on, you can't turn back the clocks.

We live now, we live here.

Hey, Adrian, I know where we live.

What, do you think I'm stupid?

I'm not as dumb as you think I am!

Look, you don't think I can smell it?

I see where we are.

Adrian, I don't want this no more.

I want something good for the family.

I don't want this.

I don't want this!

I mean, did I come back here and get my brains beat out for these guys to say, "Hey, there goes Balboa"?

I'm just another bum in the neighborhood!

I didn't want this!

No, come on. Nobody says that!

I'm saying it, Adrian. I'm saying this.

I'm saying this.

When that kid was in the ring, you know what I was doing?

I was winning.

When he was winning, I was winning.

You were winning? Yeah. It was...

It was like... It was my last chance at getting some respect for us.

Do you know that? Come on, I respect you.

I respect you. Yes, I do. It's gone! You can't respect me.

I don't respect myself. No, you can't do it!

I do! Don't tell me that.

All those beatings you took in the ring.

I took them with you.

I know how you feel.

I know when somebody like Tommy comes along, you feel alive.

But he's not you. He doesn't have your heart.

All those fighters you beat, you beat 'em with heart, not muscle.

That's what Mickey knew.

That's why you and Mickey were special.

But Mickey's dead!

If there's something you want to pass on, pass it on to your son.

For God's sakes, your son is lost.

He needs you!

I know Tommy makes you feel great.

He makes you feel like you're winning again.

But you're losing us!

Rocky, you're losing your family!

I'm sorry.

You know it was always you and me.

It was always you and me.

I'm sorry, Adrian.

I don't know about you guys, but I gotta get out of here.

Hey, what do you say we go to the shore?

Yeah, let's go.

Yeah, great. How are we gonna get there?

What do you mean how we gonna get there?

We throw our thumbs in the air. We'll hitchhike.


What's he want?

You want me to stay with you?


Yeah, right. I got enough problems with my old man. Come on.

You ain't gonna hit him, are you?

No, I ain't gonna hit him. No.

Yo, kid, when you start smoking?

I don't know. Didn't you ever smoke?

Yeah, I done a lot of bad things, you know?


So, I... You know, I wised up.

Okay, so maybe I'll wise up someday, too.

Maybe tonight's a good night for both of us to start this wising-up thing.

Hey, don't worry about it.

I gotta worry about it.

I mean, the deal was we were supposed to be tight, right?

What about Tommy? You tight with him too, huh?


Yeah, well.

That was yesterday, you know?

You know, kid, you remember you were telling me a long time ago about deceptions, and I was talking to you about scams and...

I should have listened to you. I was trying to teach you.

All right? But you, you were teaching me and I didn't wise up.

And I didn't know, and I made mistakes, and I do things, you know.

It bothers me, you know?

I forget a lot of things.

I... Just...

You know, I...

Hey, kid.

I know I made a few mistakes, you know? It's...

But I would love to hang out with you again.

Just you and me.

I swear to God, it's just gonna be you and me this time.

Home team?

Yeah, home team.

ROCKY: Hey, kid, you wanna hear a joke?

ROCKY JR.: Yeah, sure. Why not?

Knock, knock.

Who's there?

Tuna fish.

Tuna fish who?

You can tune a piano, but you cannot tune a fish.

Well, you're getting better.

Yeah, that's a good one.

All right, folks. Lock the door and hide the kids.

It's time to wage war!

ANNOUNCER ON TV: Tommy Gunn has been said to be such a student of Rocky Balboa's style, he's been nicknamed by the press the Clone Ranger.

DUKE ON TV: In the red corner...

Relax, Rocko. He ain't worth the stress.

It ain't him, Paulie. It ain't him.


Tommy "The Machine" Gunn!

Tommy Gunn.

ANNOUNCER ON TV: Boy, looks like the fans are unhappy with Tommy Gunn for leaving Rocky Balboa behind.

Yeah, of course. He's nobody's sweetheart, that kid.

DUKE: Weighing in at 242 very impressive pounds, the present world heavyweight champion, Union Cane!

Looks like he's in great shape, don't he, Paulie?


ANNOUNCER ON TV: And the referee, Capaccito, calling both fighters to the center of the ring.

Whoa, Tommy, you're looking... He's a little tight.

He's nervous, you know?

Like the way I felt when I was fighting with Apollo, you know?

Rocko, he ain't you. Hardly ever was, that kid.

Hey, come on. Give him a break, would you?

All right, come on, Tommy. Do what you was told.

In and out, side to side. Don't eat the jab.

Get off the ropes! What are you, blind?

Well, he's getting hit with everything but the ring posts.

Come on, Cane. Let's rumble. Go for it, Cane.

ROCKY: Come on, Tommy, what's the matter with you? That's it!

That's it!

Slip the jab, move. Move that, side to side.

Back and forth, like a metronome.

Slip, slide, glide.

That's it!


You see what... He remembers everything.

All right. Come on, Tommy.

I'm in there, man. Do what I'm doing.

Do what I'm doing. Back and forth, side to side, that's it!

Come on! Come on!

Come on, kid! Don't let him up! Don't let him up!

Roll, roll, roll!

Dig, dig!

Got him! He's down! The heavyweight champion Union Cane is down!

REFEREE: One, two, three, four.


REFEREE: Six, seven. What are you doing?



Ten! You're out!


Yo! Yo!

The heavyweight champion, Tommy...


Ladies and gentlemen, by way of a knockout, we have a new champion, Tommy "The Machine" Gunn.

REPORTER ON TV: Congratulations. A sensational upset victory.

And you're now the champion of the world. How do you feel?

Never better. I mean, I don't know what's wrong with these people, but...

Because you're not a champion. You're a crumb bug dirtbag.

ROCKY: Hey, come on, Paul, give him a break.

He did something wonderful.

Long live the king! Yes!

I'd like to say thank you.

I'd like to thank the man that made this happen, and I'd like to thank the man who made me believe that all this could happen, the man who's been like an angel on my shoulder, Mr. George Washington Duke!


ANNOUNCER: And there you have it.

A new champion of the world, Tommy "The Machine" Gunn.

Boy, I'll tell you, a big surprise, at least to me, that the new champion thanked Duke instead of the guy that got him here.


This crowd is unhappy.

CROWD: Rocky! Rocky! Rocky! Rocky!

Rocko, too much TV is bad for the eyes.

No, my eyes are okay, Paulie. Sit.

Well, too much TV is bad for my ears.


Hey, hi, slugger. Good fight, huh?

It's okay, dad.

You're the real champ around here. I made this for you.



Rocko, let's put our teeth around a few brews, okay?

I could use the company.

ADRIAN: Sure. Yeah, good idea.

Think I should go out with your uncle Paulie?

If I can watch TV.

Yeah, hey, okay, listen.

Yeah, you can watch TV, okay?

But don't stay up too late.

You gotta get them bones growing.

All right. Okay.

Wow, what a fight. That was something.

Yeah, something.


I told you you could give him everything but you can't give him your heart.

It's okay, Adrian, really.


Yeah, it's all right.

It's... Hey, kid, don't you stay up too late, okay?

That was some fight.

Are you okay?


I won't be out too late. Okay.

See you, champ.

Yeah, yeah. Have a good time with Uncle Paulie.

Yeah, sure.

Ladies and gentlemen, let me present to you the newest, the youngest heavyweight champion of all time, Tommy "The Machine" Gunn!


Do you think the fight was too easy?

He hit me a few good shots. But I was never hurt.

I mean, I'm just glad to be the champ. Yeah!

Tommy, don't you think that this looked more like a Philadelphia sparring session at times instead of a championship match?

It didn't look like you broke a sweat.

DUKE: Yeah, you're very observant.

Union Cane wasn't feeling that good.

But Tommy Gunn would have done the same thing if Union was 100%. Next.

100%? He fought like he didn't have a heartbeat. Come on!

Everybody knows that Cane is just a paper champion.

What does he mean by "paper champion"?

It means Cane's title was manufactured.

He never won it from Balboa.

Gentlemen, give the boy a break. Union Cane is for real.

Tommy, you ever think you're gonna get out from underneath Rocky Balboa's shadow?

Man, I won the title. What more do I have to do?

REPORTER: I'll tell you what you have to do, you've gotta fight some real opponents, right?

Balboa fought them all. But I beat the best tonight.

The best? The best? This guy's a bum.

He doesn't even deserve a shot at the title.

Gentlemen, whoa, whoa, whoa.

We're getting carried away.

Now, Union Cane was the recognized champ. Next question.

We know the rating system can be manipulated.

The bottom line is Tommy Gunn beat a second-rate fighter with so much glass in his jaw, he ought to be a chandelier.

DUKE: Say what you want, but this man will prove to be a great champion.

He might win a few fights, but a Rocky Balboa he'll never be.

No, no, no.

He's no Rocky Balboa. Let's face it.

There is only one Balboa.

Now, Balboa was a true people's champion.

But in time, Tommy Gunn may be able to fill his shoes. Next question.

REPORTER: Not by fighting stiffs like Cane, he won't.

Man, I'll fight anybody anywhere!

Who? When? When are you gonna fight a real fighter?

Gentlemen, gentlemen, gentlemen, come on.

We want to thank you for coming tonight, and we'll look forward...

Hey, Tommy, I got something for you.

For your next fight, why don't you fight the redhead in the front row?

I hear she comes real cheap.

We look forward to seeing you at Tommy Gunn's next fight.

Why the hell did you say Balboa was better, man?

Do you believe he's better? Of course not.

But we can't talk in here, huh?

You the champ. You the champ.

REPORTER: Who are you gonna fight for the next fight, Tommy?

TOMMY: Man, what the hell happened in there?

I won the damn title, and these people think I'm a bum!

Man, why didn't you take up for me in there?

Listen to me, when the press is right, they're right.

Right? Man, I'm as good as Balboa ever was.

I don't give a damn about what they say.

And I'm tired of being called a damn robot, too!

Listen to me, Tommy Gunn. You can't fight the press.

I can't fight the press.

Oh, God!

As long as they got Balboa on the brain, he'll always be champ.

The man fought wars in the ring.

Tommy, face facts.

You're in his shadow. I don't know if there's any way out.

This is your own man talking!

No, no, no! Listen to me.

There's a way for you to get the respect you deserve, but what you've got to do is challenge Balboa to fight man-to-man.

That's right. George here could set this fight up abroad in a matter of weeks.

Yeah, it'd be the greatest fight ever.

Teacher against student.

Old lion against young lion.

And it's the only way you're ever gonna get peace of mind, 'cause believe me when I tell you that press is gonna hound you with that man's legend for as long as you dare to wear boxing gloves.

You've got to get him into that ring, Tommy Gunn, or you're gonna be hearing questions like you heard tonight for the rest of your life.

Then you're gonna start to ask yourself, "Could I really take him?

"Am I really good enough?

"Do people really think I'm a cheap carbon copy

"or a second-rate pretender who only

"got a shot because of my skin tone?"

You've got to challenge that man to fight, Tommy Gunn.

And if he refuses, then you gotta insult him!

You gotta dog him. You gotta humiliate him.

You gotta do whatever you got to do to get him into that ring, but that's what you got to do.

ROCKY: Okay, blast off. Rolling silver.

And down. Yo, Andy! Andy, flippers ain't flipping. Yo, Andy.

ANDY: Hey, that machine cost me a fortune.

Yeah, well, it's costing me a fortune, too, you know?

DUKE: Rocky Balboa.

What the hell was that?

Rocky Balboa, there's a man out here wishing to speak with you.

Rocky Balboa!

Rocko, you know who that is?

MAN: Ain't that the Duke?

Yeah, I know who that is.

Rocky, you need some help?

No, guys, it ain't no pie-eating contest.

PAULIE: Look what's in the street.

Yo, Tommy, what are you doing here?

You ought to be out there celebrating, right?

No, I'm challenging you to a fight.

Anytime, anyplace, anywhere.

Fight? TOMMY: That's right.

You're coming down here with these people, asking me if I wanna throw hands with you? Is that what this is about?

TOMMY: Yeah, that's what it's about.

And I ain't nobody's robot! Nobody's boy!

Now, are you accepting the challenge, or are you yellow?

He has no class. Come on, Rock.

Hey. He has no class. Come on.

MAN: Let's go inside. Come on.

You know, Paulie, it ain't him, you know?

You wanna shoot some eight-ball or something?

Hey! Man, I ain't through talking with you yet.

Hey, look, Tommy, I ain't got no more to say to you, okay?

Look, I just wanted good things for you, all right?

Hell you did. Man, you were only in this for the money.


Yeah, I'm tired of walking around in your shadow, man, people calling me your robot.

You thought I was in this for the money, Tommy?

You know, we were supposed to be like brothers, you know?

You don't remember that?

You don't know this, but you got a deception going here.

This guy here. He was using you for the bait.

He wants to get you and me in the ring.

That's what he wants, us to fight each other, you know?

To make the money, right?

He don't care about you, Tommy.

He don't care about me neither, right?

Come on, come on. Enough of the fantasy. Let's talk reality.

Rocky Balboa, are you prepared to accept Tommy Gunn's challenge?

Tommy. DUKE: All right.


Hey, man, I would've taken you any time. Come on. Let's go.

Hey, Tommy, you're a piece of garbage, you know that?

TOMMY: This ain't none of your business!

Ain't none of my business? Hey, come on, Paulie.

Ain't none of my business?

Paulie, forget about it. The man spit blood for you, put you ahead of his own family, and you bring these rat bums around here and kill his dignity?

Rocko made you your shot, you know that? He's the real champ.

You're just a goddamn joke.

Now, just get out of here before I break your face.

DUKE: Tommy! Tommy, come on!



Break your hand on this bum, and what are you worth then?

Paulie, are you okay?

You should have left him on the street where you found him.

TOMMY: Get off me, man!

DUKE: Right. Get him out of here.

Merlin, Merlin, get him out of here!


TOMMY: Get off me! DUKE: Get him out of here!

Get him out of here! Merlin! MERLIN: Tommy!

Get off me!

Now you knocked him down. Why don't you try knocking me down now?

No, no, in the ring, in the ring.

Tommy Gunn only fights in the ring.

Come on, let's get out of here.

My ring's outside.

Yeah? Let's do it. Come on!

Tommy! Tommy!

Let's go live! Go live!

MAN: Come on, Rocky. Kill this here punk. He's nothing.

Tear him down. You gotta take him down.

Just take him right down.

He's a bum, Rocky, I'm telling you.

Balboa is a street fighter.

You a prize fighter.

Don't be a damn fool! Hey, you don't own me!

Take it easy, Tommy! You don't own me!

What the hell is wrong with you? Take it easy!

Nobody does.

I want my respect. Tommy.

Well, come and get it. Come on, Tommy.

Come on, Rocky.

I loved you, man. Do you know that?

You and me were supposed to be like this, Tommy.

You blew it!


MAN: You're always champ, Rocky.

Lucky punch. Lucky punch! But he's a street fighter.

And I told you never to fight a street-fighting fight.

Come on, let's get out of here. Come on, come on.

You're always the champ, Rocky. Great.

MAN: Hey! Rock, watch out!


MAN: Rocky! Come on, Rock! Rocky, come on!

Get out of it, Rocky! Come on!

Get him, Rocky!

Come on, Rocky!

Rocky, get out of it!

I got it!

MAN: Rocky! Come on, Rocky!

Rock! Get up, Rocky!

This is great stuff! This is beautiful!

Mom! Mom! It's Dad.

He's on television. He's fighting.


Come on, man! Come on! Ready to fight me? Come on!

Come on, Balboa. Who's your puppet now?

Come on!

MAN: Get out of it, Rocky! Get him, Rock!

Come on! Come on!

Come on!

Rocky, you gotta get up.

TOMMY: Come on! Get up!

Come on. What's the matter, Rock?

ADRIAN: Rocky!

You're out!

And if he dies, he dies.

You're the champ! Now get up! One more round.

Come on, Balboa!

Get up! Don't lay down! Fight this guy hard!

Come on! Come on!

He's no machine. I didn't hear no bell!

Get up, you son of a bitch, 'cause Mickey loves ya.

Come on, boy. It's all right. You the champ.

Yo, Tommy!

I didn't hear no bell.

Tommy. One more round.

Tommy, come on. Get back. Get back, boy!

Tommy, you don't need this.

Tommy, you lose, you're finished!

I got one more round. Come on!

I'm not gonna knock you out this time.

I'm gonna put you through the street.

One more round.

Come on, Rocky! Come on, Rock!

Come on, Tommy.

DUKE: Come on, get up.

Come on! Get it!

Come on, Tommy! Come on! Come on!

Touch me and I'll sue.

All right, Rocky. You've done it.

What in the hell are you doing?

Get up! What in the hell?

Rocko! Let's get home.

MAN: That's it, Rocky!

Come on, knock the bum out! He took my room!

PAULIE: Your right. Throw your right!

Jab, jab, come on!

You're losing everything! Come on!

Come on, Dad! You can beat him!

Fight back, you bum! Fight back!



Come on, get that...

Come on, Dad! Go for it!

CROWD: Rocky! Rocky! Rocky!

Hit him, Dad, come on!

CROWD: Rocky! Rocky! Rocky!

Go for it!


CROWD: Rocky! Rocky! Rocky! Rocky!

Hey, Adrian, you were right. You were right.

God damn.

Only in America.

Hey, Rock, you outclassed the bum, huh?

Yeah. Yeah.

Rocky, come on. Don't.


Touch me and I'll sue.

Come on, punk.

Touch me and I'll sue.

Sue me for what?

Rocky! Rocky!

Hey, yo, father.

I love it when he does that.

CROWD: Rocky! Rocky! Rocky! Rocky!

ROCKY JR.: Come on, Dad. We're gonna be late.

ROCKY: Come on, Speedy Gonzales! Come on!

Come on, Dad. You can do better than that.

No way.

I don't know. It's like these steps keep growing taller every year.

My goodness!

Look at this thing, kid.

As long as this thing is here, pigeons is always gonna have a place to sit, right?

I can't believe it, you know?

And this is where it all started for me, kid.

Running up and down these steps, you know?


Yeah? Dad, we're gonna be late.

Yeah, okay.

Hey, wait a minute. What's wrong with your ear?

What's wrong with it?

You got something growing in your ear. You got like a bump.

What bump?

This bump.

Thanks, Dad.

Hey, you deserve it.

Thank you for being born.

Thank you, thank you, thank you.

What do you think? The new me?

Well, you look like the daughter that I always wanted.

What are you talking about? Yo, yo.

Hey, now, don't punch me. I'm getting brittle as it is.

Look at this, you know.

I've been running up and down these steps for 20 years, and I never knew there was valuable pictures in this building, you know?

Well, you're never too old to learn something new.


You're gonna love Picasso. Yeah?

Yeah, well, I love almost everybody.

These battered hands are all you own

This broken heart has turned to stone

Go hang your glory on the wall There comes a time when castles fall And all that's left is shifting in the sand You're out of time, you're out of place Look at your face That's the measure of a man

This coat that fits you like a glove

These dirty streets you learned to love

So welcome back my long-lost friend You've been to hell and back again

And God alone knows how you've crossed that span Back on the beat, back to the start Trusting your heart That's the measure of a man

It's the fire in the eyes, the lines on the hand It's the things you understand Permanent ties from which you once ran That's the measure of a man

You've come full circle and now you're home

Without the gold, without the chrome

And this is the way you've always been You had to lose so you could win

Rise above your troubles while you can Now you can love, now you can lose Now you can choose That's the measure of a man

It's the fire in the eyes, the lines on the hand It's the things you understand The permanent ties from which you once ran That's the measure of a man

You've come full circle, now you're home

Without the gold without the chrome

And this is where you've always been You had to lose so you could win

And rise above your troubles while you can Now you can love, now you can lose Now you can choose That's the measure of a man