Original subtitles

Ladies and gentlemen...

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!

He just will not let him out of that corner

Rocky!

Rocky Balboa is in serious trouble

He's gettin' killed out there

Drago continuing to punish Rocky Balboa

- No pain! - No pain

No pain! No pain

Rocky's been hit with bombs

Rocky's hurt!

hand from Drago sends Rocky Balboa 15 feet across the ring,

and his head's down

Come on, get up!

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

Balboa's hanging on with Drago's best punches so far

He's cut and he's bleeding

All right, what's happenin' out there?

I see three of him out there

Hit the one in the middle Right!

Hit the one in the middle

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!

Yeah!

Rocky! Rocky! Rocky! Rocky! Rocky! Rocky!

Oh, man I never saw nothin' like it!

Came through like the champ you are

You did yourself and everybody proud,

especially Apollo

Yo, Tony

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

Get Adrian

Rocky?

How's everybody doin' out there?

Everybody... Oh, everything's okay

What's wrong?

What's wrong?

Remember when Mick said

when he was fightin',

sometimes he'd fight so hard that he was thinking that

he broke somethin' inside,

and he was gonna

die, and that's what he said,

that's when the angels was fallin' on him

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

What's the problem? Adrian, I can't...

Can't what?

I can't stop my hands from shaking

I never felt this thing

We gotta see a doctor

No, I... No, I just wanna go home Right away. Yeah!

No. Want to see a doctor? No

I'm just tired

I just wanna go home, Mick

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

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

Okay

Okay

Adrian, where's the kid? I don't know

I don't see the kid

Where's the kid? Ain't he here?

Dad! Dad!

Oh, there he is! There he is! Hey, slugger, how you doin'?

Say hi to your mom over there Hi, Mom!

Oh, then I'm forgotten now?

Hi, Uncle Paulie Dad, how you feelin'?

Well, I got a few new dents How you doin' in school?

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

Hi, I'm Sheila Downes, airport security, welcome home

If you'll follow me, there's a press reception inside You look so good!

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

Oh, you know, it was very good They was great people

I mean, I didn't understand what they was speakin' all the time,

but I think I understood what they was meanin', you know?

Mrs. Balboa, did you learn any Russian?

Uh, did I learn Russ...

Yeah, yeah, she got fluent in vodka

Hey, yo, Paulie... Oh, Paulie

Rocky, there are rumors of physical complications after the fight

Complications? No, no, those... Those were rumors

He's in... He's in perfect physical condition

Rocky Rocky, a question

Recently the American Medical Association recommended

that boxing be banned

Yeah? Do you agree with the doctors?

Yeah, you know, absolutely I... I think that doctors should never fight. No

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 the Russians

Now, I would... I'd 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...

in this country

Well now, with the press present,

I'd like to ask you, Rocky Balboa... Yeah?

to 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... 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 "Lettin' 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... 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 whippin' you got ain't nothin' 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!

Oh, 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?

My kid... Havin' you is like bein' 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 What do you say?

No

Don't worry You'll get him

You'll get him

I know. Really, it's great

Ah, yo

Look at this place

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

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

How about a homecoming dance with your old man?

No, don't be silly It's cold

Oh, come on I'll warm you up, young lady

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

You should rest

Yeah, I know I'm tired. Come on

Oh, 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 somethin' 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 somethin' like that once

Is that me? Excellent! Oh, yeah, that's you

Now, is that me? Yeah

When we was fishin', right? Yeah

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 somethin', how this thing comes out of your fingers

Oh, my God

Oh, my God

Who's this?

That's Madame Dupont, my French teacher

Really?

Hmm, yeah, she looks French, sure

I wouldn't show this to your mother,

'cause she... She don't understand French too good

Oh, 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 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, whoa, what's this?

What?

Look what I found in your ear

Russian money, huh? 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 havin' all these things that I didn't have,

I, like, live through your eyes

I enjoy a little bit It's like

having it all over again

That's nice

Oh, hey, look at my face

Do I look like a raccoon?

A little bit

Yeah, like Rocky Raccoon? Yeah, a little bit

Nah! Yeah, you do a little

Really?

Hey, if you think I look bad,

you ought to see the other guy's knuckles

Anyway, yo, good night

Night Okay, kid?

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

You deserve the worst for what you did

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

You cost us everything You gonna be hysterical? Huh?

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 freakin' thing! Huh?

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

I did what I thought was right

Now, don't blame me for nothin'

I want to murder the bum worse than anybody

Hey, Adrian, what's wrong?

Look what you done now

She's dumpin' everything on me

Oh, come on, Paulie Don't turn this around on me

Oh, come on, what'd you do, Paulie?

He gave power... Power of attorney to our accountant What?

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

He sent a letter!

He says... He says we're gonna be in Russia a couple of months. He says,

"And I need Rocky to sign a tax extension!"

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

He's the thief! I need alcohol

Rocky, on my eyes, I never stole a freakin' dime

Adrian, what's happenin' here?

Huh? It's gone

What's gone?

The money. The money

Everything. It's all gone

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 sayin'? There ain't nothin' 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

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

Why not a couple of 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!

Ah... I'm not takin' the heat for all this

I thought I was doin' 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

Oh, 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 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

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

How long until he recovers?

The effects are irreversible

Oh, 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 anywhere, 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

Uh...

No one has to know, doctor, right?

It'll be strictly confidential

Thank you

May we hear our next bid, please?

Are you done?

Sold

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

of Rocky Balboa...

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 - Sold

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

Rocky?

Hey, it still fits

Wha... Why you wearin' those clothes?

I was just goin' through some of the stuff up there, and I found 'em,

and they feel kind of comfortable, you know?

Well, I was lookin' all over for you downstairs

It's kind of depressing Yeah, I know what you mean

Oh, what's this doin' in your ear?

What? Oh, God Remember these?

Oh, I... Yeah

Go ahead You, uh...

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

Just somehow feel better, but...

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

He's really takin' this hard, you know? Sure

Okay?

Where you goin'?

I thought I'd go to Andy's

How you doin', Mick?

Slip the jab

- Slip the jab. Slip the jab - Slip the jab, will ya?

Slip the jab!

That's right. That's it

Hey, I didn't hear no bell! Okay

All right That's right

Slip the jab

That's it. Mentalize

See that bum in front of you

You see yourself doin' right, and you do right

That's pretty That's very pretty

Time!

Oh, 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 comin' up

Because I was young once, too

And I tell you somethin'

Well, if you wasn't here,

I probably wouldn't be alive today

The fact that you're here

and doin' as well as you're doin' gives me,

what do you call it, a motivization, huh, 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 livin' 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?

It's okay

Okay

Now, I got a little gift for you

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

Wait a minute

Really, I don't need nothin'

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 cuff link

Huh?

And now I'm givin' 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 goin' 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."

Okay?

Thanks, Mick All right

I love you, too

Go after 'em, kid

Go after 'em Thanks

You was the angel

There it is

What happened to his other cuff link?

I don't know He only give me one

He gave it to some bum

All right Let's go, Paulie

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

Need a hand, champ? No, I got it

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

How you doin'? It saves money

Yeah Hey, get back

Right?

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

Thank you

Welcome back, Rocky! We missed ya!

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

Come on inside

Thanks

- Hello? - Mrs. Balboa?

George Washington Duke here

Yes?

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

Women

When'd you start that?

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

But, hey, listen

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

Hey, Rocky, how you doin', man? Yo

How you doin'? 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 talkin' 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

He don't get it

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

- Rocky? - Yeah?

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

Oh, yeah You used to use his head for a punchin' bag

Yeah, he had a nice head Welcome back

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

- He don't get it - A deception

Excuse me? You're saying beware of deceptions

Yeah, that's good Absolutely

You're very smart, you know?

Hey,

ain't this where the atomic hoagie shop used to be?

I'm new here, Dad

Aw, this neighborhood's comin' down with tooth decay

It's called urban blight Oh, yeah?

I'll tell you somethin', 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

Aw, 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?

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?

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

Really?

Well, I guess I'm a little scared

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

Oh, yeah. You know, I had 72 fights comin' 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! Whoa, what's this?

What's...

Goodness gracious Where'd this come from?

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

Ah, 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

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 doin'? My name's Tommy Gunn

Yeah, how you doin'?

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

Yeah, very true It ain't easy

Anyway, I come from Oklahoma

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

Uh-huh And I turned pro at 18, and I had eight fights

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

Got it 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? Huh? Thank you

Good to see you, again, friend How you doin'? Yeah. How you doin'?

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

Money and hair Listen, I gotta go to work now

What? Where? Here? In a sweat box? Yeah

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 marquis 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 goin' for the title on the 14th Uh-huh

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 nothin' 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... Hey, hold it Hold the bullshit

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

Merlin, show him the 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?

I didn't think you were going to... Oh...

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 talkin' business, now, darlin'

Do you like feelin' hard up?

Do you like reachin' in your pocket and only feelin' 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 talkin' to?

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

Hey, whoa, what the hell are you two people talkin' about? Huh?

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, darlin'?

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...

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 nothin' 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 gettin' 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 gettin' 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 doin'? 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 wearin' my coat for, huh?

all right? Just leave him alone! Yeah? What a big joke!

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

You better let him have it No way!

Don't get sick now!

Hope you don't catch cold, rich boy!

Keep it high Slippin' and slidin' With... 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?

Oh, yeah, yeah He says he wants to fight I told him to get married

Why?

That's gym humor, Rocko

Oh, that... Oh. Okay

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

Get married, hey

Benson, wanna move a little?

- Yeah, all right - Hey, Paulie,

what's a cojones?

Cojones?

Cojones? Cojones is Latin for Spanish nuts

Yo, Rock

- We're ready - Wonderful

Hey, uh, 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?

Sure. Okay, Rock Time

All right. Just go easy now

Slip the jab now

Go easy Hey, kid What's his name again?

Tommy Gunn Tommy Gunn

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

That's it Ow Go side to side That's it

Whoa!

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

Hey, that's it

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

Hey, that's it! Time!

- Chill out, man! - Call time!

Time! Hey! Hey, back off!

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

Tommy, are you crazy or somethin', huh?

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

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

Goin' easy don't mean breakin' 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 fight, you brawl like you was a street fighter,

and I know somethin' 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 We're going one more

How about you try to manage me?

Manage? Yeah, unless you think I ain't got nothin' goin'

You ain't got nothin' goin'

Yeah, all right, you got a lot goin' You got a lot of tools

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

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 doin'?

Cold? You look cold

I guess it has somethin' 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

Hi

Well, I been livin' here about six years now

It ain't Disneyland

You been to Disneyland? Sure

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

Hmm, you know, for an Italian kid,

you ain't got a bad butt

Shut up, man Let's go. Come on

First money I get, I'm goin' to Miami

Why Miami?

Miami needs new gigolos

Yeah, I read somethin' like that

Ow

My back is gettin' bad

How come you don't have arthritis?

Yo, ain't I got enough?

Hey, watch where you're going

Adrian's too good for this

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

Yo, Rock, come inside

Everybody's been askin' for you You too, Paulie

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 hangin' around, kid?

Is there somethin' 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 nothin' about no managing

All I'm askin' for is a chance

Man, if I screw up or do somethin' you don't like,

man, you don't have to throw me out Hell, I'll leave

What have you got to lose?

Me? Nothin' I ain't got nothin' to lose

It's what you got to lose And I got nothin' 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 blamin' 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 somethin' 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... When you had your first fight with Apollo Creed

Yeah I mean, 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 waitin' to meet you,

'cause I knew that if anybody could make me a winner, it was you

Winner. Hey, Paulie,

you see a winner standin' 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 hustlin' you, man

All I'm askin' for is a chance Mmm

Man, just one shot

Are you hungry?

Yeah

Yeah?

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, huh?

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?

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 tellin' 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."

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

Sorry That's why I'm gonna get mangled

No, you ain't gonna get mangled

Dad, will you teach me how to fight?

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?

Uh, no, not exactly I had to... What?

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

Yeah

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

Yeah, someday you could punch out your pop

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

Hey, it's fittest of the survival

Hey, Tommy,

where you stayin' tonight? You got a place?

Oh, uh, 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?

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 changin' 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 plumbin' don't leak, do it?

You know this guy? Yeah. He hits hard

You know, Adrian, man, she can really cook

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 Oh!

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?

Oh, this? Yeah

Oh, thanks. This is one of my favorite objects

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

It was Rocky Marciano's cuff link that we had fixed

Really? The real Rocky Marciano? Yeah

Yeah. You know, you got me thinkin' about Mick

I wanna show you somethin' Come on

He told me a long time ago He says that, uh,

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

Oh, 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?

Uh, that's... That's Oklahoma

Right, well, yeah Uh, 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 nothin' 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 burnin' 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, uh... This mean you're gonna manage me?

Absolutely. Hey, home team! Okay! All right!

Let's go for it Yeah! Hey, Rock,

as long as we're down here, do you mind showin' 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?

Nothin' Come on, let's have it

Nothin'. I got nothin'

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

Oh, Rocky! Yo!

Oh, well, I didn't want to disturb you that much, Father

No disturb

Oh, excellent 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 bein' 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

Anytime

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

Okay

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

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

Come on!

Hey, Rock, how's it goin'?

Doin' great, guys!

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

This is Tommy Gunn He's gonna be champ, guys How you doin', 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 You're... 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 talkin' 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 nothin' 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 sittin' on your shoulder, okay?

I ain't gonna let nothin' happen to you, okay?

Go!

Come on, Tommy, jab!

Explode! Left, right!

The body! The body!

Hook!

All right!

Yeah!

Time!

Go to the body, Tommy Come on

That's it, that's it! Whoa!

Sam, you okay? Hey, Tommy, good

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

Rocky!

18, 19

Drive through it 85. Go on, now

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

You got it Come on, bring it up

Yeah!

I got you I got you this time

Damn!

Yeah

Tommy, you know, these trunks,

is, like, very special to me, you know?

Dig, dig, dig!

Hook!

Yeah!

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

Tommy, Tommy!

All right, kid

Yeah! Whoo!

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

You sure did Not bad

You're very swift, Tommy Gunn

Yeah, Merlin, listen Got an idea

I think we can finally nail Balboa

They're waitin' again Yeah

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

Save it Slummin' 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 losin' his mind What'd you say?

- Go for it! - Do it!

Kill him!

Come on! Put up your hands! Come on!

No way! I didn't like him anyway!

I think that belongs to me

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 gettin' kicked in the face with his jabs

Dad! Back and forth, you know...

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

Oh, 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

Oh. 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

Oh, lookin' good! Come on, lay it on me

Whoa! Whoa! Look at Tommy go! Look at Tommy go!

Union Cane, the new heavyweight champion of the world...

You think I have a chance at that?

Absolutely. You kiddin'?

All right, Tommy, anybody's got two fists, right, and a good heartbeat...

They got a chance, right?

You're out!

Go!

Come on, kid, 49 Heads up!

Yeah!

Boy, you got hands of gold I want to introduce you to somebody

Go, Tommy!

Yeah!

Yeah! 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

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!

Yes!

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, yeah, you're gonna get one real soon Tommy, over here!

Hey, baby, how are you?

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 What?

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

That's right Only in America

Oh, havin' the best, wearin' 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, nothin' 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

Exactly

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

Merry Christmas

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...

Rantlers

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 freakin' difference?

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

Oh, 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 stretchin' the clothes, man I don't need nothin'

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

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

What do you mean, "Get real"? You know, why you talkin' 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 tryin' 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 talkin' to them

I'm talkin' 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 gettin' the spirit goin', 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 celebratin' nothin', 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 nothin', 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

What?

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

Uh, you know, I thought we was supposed to be, like, like, uh,

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 Oh, 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?

Yeah?

You're the one that should have watched out

Where you going? Out

When are you coming back? Later

Later? When? Later

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 comin' to dinner?

Tommy Gunn's got new friends

New friends for a new year

Oh, please Oh, Paulie

Nice tree. Charming

Hey, Tommy, how you doin'?

Merry Christmas, my lord Greetings!

Yeah, how you doin'?

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

I just wanted to come 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?

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 sayin' good night

Merry Christmas

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

Oh, Tommy... Rocky, do you mind if I talk to you outside

about a few things?

Oh, yeah, sure

It's getting late We have to be there by 10:00

Rocky No, it's okay

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

Isn't it a long drive? Yeah

So, uh, what do you think?

Well, where'd you get this from?

Duke gave it to me

Tommy!

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 nothin' between us, okay?

We got something good going here "Put"? Like what?

I mean, the guy was just talking about gettin' 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 watchin' the parade go by

What parade? What are you talking about?

What parade? 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... 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 talkin' about the money

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

I'm talkin' 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 nothin'

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 livin' 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 trainin' me, then do it But if you don't, don't!

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

Tommy!

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!

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 sayin' it, Adrian I'm sayin' this

I'm sayin' this

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

I was winnin' When he was winnin', I was winnin'

You were winning? Yeah. It was...

It was like... It was my last chance at gettin' 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, huh?

Yeah, let's go

Oh, 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

Uh, yo

Oh, what's he want?

You want me to stay with you?

No

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 smokin'?

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

Uh, yeah, I done a lot of bad things, you know?

So?

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?

Tommy

Yeah, well

That was yesterday, you know?

You know, kid,

you remember you were tellin' 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, uh...

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

Hey, kid, you wanna hear a joke?

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 gettin' better

Yeah, that's a good one

All right, folks Lock the door and hide the kids

It's time to wage war!

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

In the red corner...

Relax, Rocko He ain't worth the stress

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

Turbo-charged

Tommy "The Machine" Gunn!

Tommy Gunn

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

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?

Yeah

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

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!

Jab!

You see what... He remembers everything

All right Come on, Tommy I'm in there, man Do what I'm doin'

Do what I'm doin' 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!

One, two, three,

four

Five

Six, seven What are you doing?

Eight

Nine!

Ten! You're out!

Yeah!

Yo! Yo!

The heavyweight champion, Tommy...

Yeah!

Ladies and gentlemen, by way of a knockout,

we have a new champion, Tommy "The Machine" Gunn

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

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!

Yeah!

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

Yeah This crowd is unhappy

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

Yeah

Hey, hi, slugger Good fight, huh?

It's okay, dad

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

Oh, yeah?

Beautiful

Rocko, let's put our teeth around a few brews, okay? I could use the company

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 growin'

All right Okay

Wow, what a fight That was somethin' Yeah, somethin'

Jeez

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

Oh, it's okay, Adrian, really

Yeah? Yeah, it's all right

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

That was some fight

Are you okay?

Oh, sure

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!

Yeah!

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

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 do 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?

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

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

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 somethin' for you

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

I hear she comes real cheap Huh? What about that?

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

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

Man, what the hell happened in there?

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

Why didn't you take up for me in there?

Oh, 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. Georgie here could set this fight up abroad in a matter of weeks

Oh, 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

Okay, blast off Rolling silver

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

Hey, that machine cost me a fortune

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

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, huh?

Ain't that the Duke?

Yeah, I know who that is

Oh, Rocky, you need some help?

No, guys, it ain't no pie-eatin' contest

Oh, 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? That's right

You're coming down here with these people,

askin' me if I wanna throw hands with you? Is that what this is about?

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?

Ah, he has no class Come on, Rock

Hey He has no class Come on

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

You wanna shoot some eight ball or somethin'?

Hey! Man, I ain't through talkin' 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?

Oh, hell you did Man, you were only in this for the money

Money? Yeah, I'm tired of walking around in your shadow, man,

people callin' 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 usin' 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 - All right

Hey!

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?

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

Tommy! Tommy, come on!

Paulie!

What?

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

Paulie, are you okay?

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

Get off me, man! Right Get him out of here. Huh?

Get murdered! Murdered! Get him out of here!

- Get off me! - Get him out of here!

- Get him out of here! Merlin! - Tommy!

Get off me!

Now you knocked him down Why don't you try knockin' 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!

Come on, Rocky Kill this here punk He's nothin'

Tear him down You gotta take him down Just take him right 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!

You...

You're always champ, Rocky

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

And I told you never to fight a street fighter fight

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

You're always the champ, Rocky. Great

Hey! Rock, watch out!

Somebody...

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!

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

What?

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

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

Come on! Get out of it, Rocky! Get him, Rock!

Come on! Come on!

Come on! Come on!

Come on!

Rocky, you gotta get up

Come on! Get up!

What's the matter, Rock?

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, Tommy, Tommy, 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! Rocky! Come on, Rock!

Come on, Tommy

Come on, get up

Aah!

Come on! Get it!

Come on, Tommy! Come on! Come on!

Touch me and I'll sue

All right, Rocky You done it

What in the hell are you doing?

Get up! What in the hell?

Rocko! Let's get home

That's it, Rocky!

Aah!

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

Your right Throw your right!

Jab, jab, come on!

You're losin' everything! Come on!

Come on, Dad! You can beat him!

Fight back, you bum! Fight back!

Stop!

Rocky!

Come on, get that...

Come on, Dad! Go for it!

Rocky! Rocky! Rocky!

Hit him Dad, come on!

Hit him Dad, come on!

Go for it!

Hey, Adrian, you were right You were right

Goddamn

Only in America

Hey, Rock, you outclassed the bum, huh?

Yeah. Yeah

Rocky, come on Don't

Duke

Touch me and I'll sue

Come on, punk

Touch me and I'll sue. Huh?

Sue me for what?

Huh?

Rocky! Rocky!

Hey, yo, father

I love it when he does that

Come on, Dad We're gonna be late

Come on, Speedy Gonzalez! Come on!

Beep!

Come on, Dad You can do better than that

No way

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

My goodness!

Whoo!

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

Runnin' up and down these steps, you know?

Dad

Yeah? Dad, we're gonna be late

Oh, yeah, okay

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

What's wrong with it?

You got somethin' growin' in your ear You got like a bump

What bump?

This bump

Huh? Thanks, Dad

Hey, you deserve it Thank you for being born

Thank you, thank you, thank you

What do you think? The new me?

Uh, 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 somethin' new Yeah

You're gonna love Picasso Yeah?

Ah, yeah, well, I love almost everybody