Creed doesn't know where he is.
It's blind instinct.
But now it is Creed coming back.
Creed with the left hand! What's keeping these two guys up?
A tremendous closing moment.
Here comes, Balboa. But the champion back with another left.
How they're getting up, I don't know!
A right hand! A right hand!
It's Creed! Now it's Balboa! Now it's Creed!
A tremendous left by Rocky. They're in the center of the ring.
One!
Two!
- Creed will retain the title. If neither gets up...
...it's a draw, and Creed will win the title.
Four!
Get up, my man.
Six!
Each fighter is trying to beat the count.
Get up there!
Eight!
Nine!
- The champ is down! - Ten!
You're out!
He won!
He's done it at the last second!
Balboa got to his feet and made it! Rocky Balboa has shocked the world!
He is the new heavyweight champion of the world!
Ladies and gentlemen...
...in a stunning upset...
...scoring a win by a knockout...
...the new heavyweight champion of the world...
...Rocky Balboa!
Excuse me.
I just want to say one thing...
...to my wife, who's home.
Yo, Adrian, I did it!
I love you. I love you.
Hit him, Rocky!
Come on, come on! Bring it to me.
Come back. Come on.
I want Balboa! I want Balboa!
Hear that, old man? Tell Balboa I'm coming for him!
Nobody can beat me! You tell him what I said!
And he's next! I'm gonna kill him!
Nobody can stop me!
You tell Balboa that! I'm coming after him! You tell him!
I want a shot at the title if Balboa's got the guts.
My whole life's been directed towards this here title.
I live alone and train alone. I'll win the title alone. I want him.
He can't duck me forever. He can run, but he can't hide.
Well, another southpaw...
... Heavyweight Champion Rocky Balboa isn't worried about much these days.
He's just defended his title for the 10th time...
... and he's agreed to take on the heavyweight wrestling champion...
... in a charity benefit, the proceeds going to a youth foundation.
Now I'll have to give him credit.
Mr. Balboa manages to stay busy. He's a true sportsman.
The number one contender, Clubber Lang...
... will have to wait.
But that should be a great matchup.
Paulie, take it easy.
Hey, you going?
Don't forget to give Rocky my best.
You know, I've been coming here years.
How about you giving me, Paulie, your best once?
Take it easy, Paulie.
Hey, Paulie! You heard me?
When you see the Rock, tell him the boys all said, "Hey!"
Paulie.
You want to hear I owe you? You, I owe nothing.
You don't owe me nothing.
So what do you want I should do?
- My sister ain't here? - She's home.
You know, me and her used to be tight until you come in.
I raise her, she don't come down.
She don't know about this.
You and her can go to hell.
Hey, watch your mouth, Paulie.
You gonna whack me? I don't sweat you.
I don't sweat you. Come on.
Come on, Paul, screw your head on right.
No, it ain't my head. Your freaking head is the one on wrong!
Yeah?
- What did I do? - What'd you do?
Nothing! For yourself, oh, nice!
You fixed your face up handsome. Nice clothes.
What did you do for Paulie? Anything?
Three years, did you get me a job?
Look at this. You gave me a lousy, stinking watch. This!
- Hey, Paulie. - What?
What? There, that's right. No, leave it down!
It never kept good time anyway.
You forget when those guys used to laugh at you...
...because you were so jive. Who used to whack them bums out?
They laughed at both of us.
No one laughed at me.
Who fixed you up with your first woman? Me, Paulie! I was responsible!
She was pregnant.
So what? You was no prize either.
You know, I always give you. I give you.
What do you do? You buy a new house...
...you move Mick in, right?
Did you ask me? Is there something the matter with me?
I got feelings, you know? This ain't cardboard.
Everybody's got them, Paulie.
The hell with everybody.
No, maybe it's the hell with you.
I won't listen to this crap.
You think everybody owes you a living.
Shut your mouth!
Nobody owes nobody nothing. You owe yourself.
You're wrong! Friends owe!
Friends don't owe! They do because they want to do.
Shut your mouth. You been keeping me down!
Down?
You're like a crazy brother to me. You really are.
So I want to tell you something straight from the heart.
And I mean this.
You ain't down, and you ain't a loser.
You're just a jealous, lazy bum.
Okay, I'm gonna break your mouth.
I'm gonna bust your mouth up!
Can I have a job?
All you had to do was ask.
You punch pretty good.
- Think so? - Oh, superb.
- It cost a lot, huh? - Yeah, a few bucks.
Got an extra one?
Any trouble with Paulie tonight?
Nothing unusual.
Are you gonna fight that wrestler? They're so big.
That's all right, it'll be fun.
You mind if I serenade you a while?
Doo, doo, doo, doo Come on, it's your part.
What are you doing?
- You can do it. - No.
Doo, doo, doo, doo
You're gonna wake the baby.
Adrian, come on, let's do a duet. Doo, doo, doo, doo
Doe, doe, doe, doe
No, no.
Good, but it's not "doe, doe." It's doo, doo, doo, doo
Doo, doo, doe, doo.
That's good, darling.
I've been told
Doo, doo, doo, doo.
By people and they all
Doo, doo, doo, doo
Say they'd take me back
Take me back like before
What's the matter?
I don't know any more of that composition.
Maybe we're lucky.
- Maybe we're very lucky. - Very lucky.
Howdy, howdy, howdy, sports fans.
This is Dennis James with Jim Healy at ringside.
Tonight we have an unlikely match for you.
The boxer against the wrestler, with all the proceeds going to charity.
What do you think about a boxer and wrestler in the same ring?
You know what the age-old theory is...
...that once the wrestler grabs the boxer, that's all she wrote.
What the hell goes on inside your head?
Anything normal functions?
Yeah, there's a few.
I don't think so. To fight a creature like this...
...you gotta have 100 pounds of brain damage.
I saw wrestlers bigger than dinosaurs. You ever fight a dinosaur?
- No, not lately. - They can cause a variety of damage.
The wrestling champion is now entering the arena.
He is quite a sight. All decked out in red.
Why are they carrying him?
He's walking.
I'm coming after you, Balboa.
Let's call it off.
Come on, it's for charity.
You're wearing your anatomy out for charity. Nobody else does this much.
Bob Hope would.
That's true.
Rocky, you better call Bob Hope.
To all my love slaves out there...
...Thunderlips is here...
...in the flesh, baby!
Oh, my God!
The ultimate male versus...
...the ultimate meatball.
Boy, he is a monster.
How much would you take to even to get in the ring with him?
Would you like to start at Fort Knox?
In the white corner, an incredible sight.
Standing nearly seven feet...
...weighing 390 pounds...
Large, ain't he?
That's the biggest arm in the world!
A man who calls himself "the ultimate object of desire."
"The mountain of molten lust."
The one, the only Thunderlips!
You're all trash! You're all trash!
You're all trash!
The slugger from Philadelphia...
You'd better shut up!
I'll break him in half.
How much do you think he eats?
About 202 pounds.
...weighing 202 pounds...
...the reigning heavyweight champion of the world...
...Rocky Balboa.
Come to the center of the ring.
Okay, come on, Mick.
All right, you guys, this is for fun...
...so take it easy and give them a good show.
Listen, after the match, how about we get a Polaroid together, okay?
You're in trouble!
He got me mad. I'll break him in half like this.
Seems like lately, everybody wants to beat me up.
This is entertainment. It's fun and games.
Make faces, move around the ring.
- Got it, kid? All right. - He is the ring.
I get nervous every time he does that.
You move pretty fast for a big guy, you know that?
Why don't we move around a little bit? Give them a good show.
I'll chase you and you chase me.
How's that? I'll go easy. Here you go.
- That okay? - Stay away from him!
Does that hurt? All right?
How's that, okay? Not bad, huh?
Come on, meatball. Come on!
It's all fake, meatball! It's all fake!
Thunderlips has gone berserk!
Run for your life!
Life's tough, meatball!
Get up, boy! Come on, meatball, get some of this!
Rocko, remember the neighborhood!
Get out of his way!
No, no, no! Not yet, not for the meatball!
I'm not done with him yet.
If I can't break your spirit, I sure enough can break your back!
Is Daddy having fun?
Of course.
Holy smoke!
Here we go, baby! Lights out, meatball!
Oh, my God! Balboa is really in pain.
No one can believe the superhuman strength...
...of Thunderlips. I am the man!
Stop him, will you?!
You want this punching bag?
Adrian!
- Rocky! - Then you got him!
Catch me!
That's incredible!
Balboa was just heaved clear into the fifth row!
Now the fans are outraged too.
Now you got me mad! I'll drag him down the aisle like a dirty rag!
You weakling, Balboa!
Take it easy. Take it easy!
- What is it, Mickey? - It's my heart.
The security guards are trying to stop this.
People are flying everywhere! Teeth are flying!
- Cut my gloves off. - You finished?
Come on, cut my gloves off!
That place is a zoo! This place has turned into a zoo!
Want me to get a doctor? You sure?
The girls are into it now. They're getting beat up.
Where are you going, you fool?
- I'll be right back. - You're a maniac! Come back!
What are you doing?
Come back here!
Come on! You!
Get out of my way, worms! I'm coming up!
Come on! Come on!
All right, Thunderlips, break it up!
No choking! No choking!
Paulie, don't!
I don't sweat you.
Hang on there, kid!
How do you like it, huh?
You're kind of cute!
I don't need this.
Rocky is out-and-out strangling him.
Rocky hanging on like a bull terrier. Now he's got him a stranglehold.
The body!
Knock his block off!
Timber!
It's unbelievable! Rocky actually did it!
The human skyscraper has been thrown out of the ring!
All right, that's it. Time is up.
Ladies and gentlemen, we have a draw. A draw.
Thank you all for attending this 12th annual charity match...
...between the Italian Stallion, Rocky Balboa...
...and Thunderlips, the ultimate male.
See you next year. Thank God.
- Are you all right? - Yeah, pretty good.
Good match.
Why'd you get so crazy on me out there?
That's the name of the game.
While you're still calm, can we get that Polaroid together?
Yeah, sure.
Adrian, come on over here. This is my wife, Adrian. My kid.
That's Thunderlips. Would you do that?
- That hurt. - That's all right.
You know, sometimes charity really hurts.
Pinocchio, he told a lie, and his nose started growing real big.
Why didn't his ears grow?
I don't know. I didn't write the story there.
Are you fighting again?
Today? No, I don't plan on fighting today.
- Promise? - Promise. Definitely, I promise.
Good, I like you here.
I like being here. Are you getting hungry?
You want some breakfast?
You want Wheaties?
- What are Wheaties? - Champions!
- Breakfast of what? Champions! - Champions.
The father bear says, "Somebody's been sleeping in my bed."
And the little kid bear said, "Somebody's sleeping in my bed...
...and there she is."
Thereby, he pulls back the covers and exposes her to...
...you know, public, see?
Eat your cereal before it sinks.
Then what happened to Goldilocks?
I'm not exactly sure.
Busted for trespassing and got 30 days in the cooler.
That's real nice, Paulie. That's nice to tell the kid.
- Rocky, the car is waiting. - Okay.
You guys better go.
- Be a good boy. - We'll have fun, me and the kid.
Oh, Mrs. Stallion, you almost look pretty good.
Oh, thank you, Paulie.
Don't give the kid any beer.
We gotta go. Paulie, don't take him to the track, all right?
How you doing, Mick?
Pretty good.
Now, we got a problem in the seventh.
Whatever happened to them quiet, tender moments, huh?
Thank you. Thank you, one and all.
Every once in a while, a person comes along who defies the odds.
Who defies logic...
...and fulfils an incredible dream.
On behalf of all the citizens of Philadelphia...
...and the many touched by your accomplishments...
...and your untiring participation in this city's many charity functions...
...it is with tremendous honor that we present this memorial...
...which will stand always as a celebration...
...to the indomitable spirit of man.
Philadelphia salutes its favorite son, Rocky Balboa!
It's beautiful.
Definitely a thing of beauty.
Thank you.
Thank you very much.
I don't know, what do you say to something like this?
About three years ago...
...this city...
...really took me inside, you know?
And I want to thank you very much for that. I really do.
And I been thinking that... I wasn't gonna bring this up...
...but I might as well, now.
I would never do anything to hurt this sport...
...that has been so really good to me.
I've been talking it over with my wife...
...and my manager...
...and we think that...
It's really hard to do this. I feel like...
I'm thinking maybe it's time that I should...
...step down, maybe, and retire.
Getting out while you can?
Don't give this sucker no statue. Give him guts.
I told you I wasn't going away.
You got your shot, now give me mine.
Get the hell out of there!
Shut up, old man. I ain't going.
Tell all these nice folks why you duck me.
Politics, man. This country wants to keep me down.
Keep everybody weak.
They don't want me to have the title because I'm not a puppet like him.
You know, you've got a big mouth.
Why don't you close it, Balboa? Come on!
Anytime.
He's crazy. Don't listen to him.
The little man won't come to me, then I'll lay out the truth.
I am ranked number one. One!
That means I'm the best.
This bum takes the easy matches, fighting other bums.
I'm telling you and everybody here...
...I'll fight him anywhere, anytime, for nothing.
But you'll never gonna see that happen because he's gonna retire.
He don't fight no real man.
- He fights them setups. - What?
You're a disgrace to the sport.
Shut up, old man! You don't know where I had to come from.
Your family's doing real nice.
You call yourself a fighter? Prove it.
Give me the same chance.
The way you duck me is a disgrace.
If he ain't no coward, why don't he fight me?
- I can't listen... - I don't care what you're ranked...
...you don't get no shot, and I mean that!
I'm glad you people see this.
I want to fight him.
Well, you got him.
But you'll fight him without me.
- What? - It's finished.
Yes, I'm finished. I don't want no more of this.
I don't want no more, you understand? None of it!
It's over with!
Hey, woman. Hey, woman! Listen here.
Since your man ain't got no heart, maybe you'd like to see a real man.
I bet you stay up every night dreaming you had a real man.
I'll tell you what.
Bring yourself to my apartment, and I'll show you a real man.
You want it, you got it! You got it, man!
Rocky, don't.
Rocky, please, let's go talk. Rocky, don't.
Rocky!
Let's talk.
Why'd you leave?
Why'd you walk away like that?
Life's too short, kid.
Where you going?
I'm going on a permanent vacation.
What are you talking about? We got one more fight.
No, no. Not we, you.
Why are you doing this?
I said, why are you doing this?
Because you can't win, Rock!
This guy will kill you to death inside of three rounds!
You're crazy.
What else is new?
He's just another fighter.
No, he ain't just another fighter.
This guy is a wrecking machine, and he's hungry!
You ain't been hungry since you won that belt!
What are you saying? I've had 10 title defenses.
- That was easy! - What do you mean?
They was hand-picked!
- Setups? - No, they weren't setups.
They was good fighters, but they wasn't killers like this guy.
He'll knock you into tomorrow, Rock.
Jeez, Mick.
Why'd you do it?
Because the beating that you got from Apollo should have killed you.
It didn't. It was my job to keep you winning...
...and to keep you healthy.
You really don't think I got nothing left, do you?
Well, Rock...
...let's put it this way:
Three years ago you was supernatural.
You was hard and you was nasty...
...and you had this cast-iron jaw.
But then the worst thing happened to you...
...that could happen to any fighter.
You got civilized. Yeah.
Don't worry, kid.
You know, presidents retire, generals retire...
...horses retire, Man o'War retired.
They put him out to stud.
That's what you should've done, retire.
I can't retire knowing all this, Mick.
- Don't push it. - Well, you been carrying me.
We don't need it.
You been carrying me, though.
I haven't been carrying you. I been protecting you.
No. Look, I want this fight. Just one more.
- We don't need it. - I'll live in the gym.
- We don't need it. - Mick, I do.
I'm asking you to train me one last time.
No, I can't.
If you don't...
...I'll tell people you ain't bought new underwear in 10 years.
You would, wouldn't you?
Yeah, absolutely.
No, no.
Come on.
One more time, then it's over.
It's a deal? Come on, come on.
It's your head, kid. It's your head.
Yeah, it is.
Thanks, Mick.
Rocky robes here.
Rocky robes! Hot off the truck! Get your robes!
Once in a lifetime!
Get your buttons here!
You can't stand toe-to-toe with this guy...
...or he'll deposit you up there on Mars.
He's too tough. He's too strong.
Listen, how the hell can we train in this creep joint here?
This is kind of a house of ill repute or something.
Why did you rent this joint?
Come on, Mickey. Let's go out in style.
Want to go out in style, go out in one piece!
Now let's get out of here!
Let's go back to the old gym.
Let's get some blood and sweat and tears around you!
- Can we do that? - Will you just relax and enjoy it?
They love it, Mick.
Go on, fight! Fight now, go ahead!
Fight it, fight it. Get rough, get tough.
Get brutal. That's it.
Excuse me. Could I get a kiss?
Yeah, sure.
Get out of here, will you?
This is like fighting in a zoo. This is a zoo, you know?
Is that how you train for Clubber?
He ain't gonna kiss you. He's gonna kill you, you know that?
Go on. Get out of here!
Rock, how about a picture?
- Sure. - There you go.
Put a little speed on there. Put a little speed on there.
Thattaboy. That's it.
All right, this will tell us the story.
That's it! Side to side! Side to side, Rock!
Shut up back there, can't you? Change your tune or...
That's it. Pull front punches.
That's it, kid. You're a deadly weapon.
Time! Time, time, time. Quit it.
You're okay. Come on.
- Put this on before you get pneumonia. - Okay.
- I'll give you a rubdown. - Yeah.
And listen, kid.
I don't like to hear much of what comes out of people's mouths...
...and I don't like soft-talking moments.
- That's for sure. - But I want to tell you one thing:
That I'm proud of you.
- Well, thanks a lot. - That's all right, kid.
- Let's get out of here. - Mick.
Yeah?
- What are we gonna do when it's over? - I don't know.
Maybe join up with a circus or something.
- Yeah, maybe. - All right, let's get out.
Rocky! Rocky!
Good evening. I'm Stu Nahan.
We welcome you to tonight's heavyweight title fight...
...which may be the most memorable of all.
Tonight is the champion's final and perhaps most difficult title defense.
Are you in the best shape ever?
Absolutely. I feel real good.
He's a deadly weapon, one of a kind. He's gonna do it.
Clubber, do you..?
I don't want to talk.
Clubber, dance for us.
You better get out of here! I want to be alone!
- Will you retire after this fight? - Yeah, this is the last.
After this me and Mick are finished. This is the last one.
You're all parasites and leeches. Get out!
What will you do after tonight?
I'm not sure.
- Maybe join the circus, huh, Mick? - Yeah, have some fun.
- Take your robe off. - Come on, take off your robe!
I told you to get out of my face!
With us is the former Heavyweight Champion of the World, Apollo Creed.
Do you have any predictions? How do you see this fight going?
I feel that strength would have to go to the challenger...
...while experience and the world's hardest head would go to Balboa.
You know I know.
Now remember, Rock, don't trade with this guy.
Take your time. Wear him down.
But don't stand toe-to-toe with him.
This punk's never been 15 rounds before.
- Take him good. - Okay.
- Take him good. - I will.
That's it.
I predict the champ'll take it.
You think really the champ can hit that hard?
Why do you think I'm here with you?
Hey, sucker! Balboa, you gone, you finished!
You washed up! I'm the baddest in the world!
- You don't look so bad. - What you say, paper champion?
I'm gonna beat you like a dog.
Can't you get that ape back into the ring?
You made me wait too long! You gonna pay!
- Come on, mouth! - Get out of my way.
Get him out of there, can't you? Get him out of there!
- Get out of my way! - Back up.
You know who I am? I'm the man! I'm the man!
You're dead meat! I'll meet you in the ring.
Get out of my way!
Let me go!
Rocky! Rocky!
Get off!
What's wrong? Mick.
What's wrong, Adrian? Get a doctor!
Somebody get a doctor! Come on!
Sit here, Mick. Get them out of here.
Get them out of here!
- Will you sit on the table? - I'm all right.
Just take a deep breath. Get those guys out!
Move! Mick, can you sit?
Paulie, tell them the fight's off. Go on!
No! The fight's not off. Are you out of your mind?
It's on. Are you crazy?
- Not tonight. - Yes, tonight we're gonna fight.
Can't I get my breath?
Is that against the rules or something?
Will you please get a doctor?
He's on his way.
Mick, I can't go out there and fight like this.
Get out there. Get going, will you?
Take him. Take him good. Get it over with, why don't you?
Adrian, what am I supposed to do?
What the hell do you mean?
After all these years together you don't know what to do?
You ought to be ashamed.
Now get out there and do it!
Do it.
Do it!
You're the best.
- Okay. Okay. - Rocky! Rocky!
Oh, my God.
Adrian, take care of him. Take care of him.
Good evening, ladies and gentlemen.
Welcome to the feature event...
...for the heavyweight championship of the world.
And, fans, with us tonight, truly one of the fistic greats.
He's coming up from ringside, the Master of Disaster...
...The King of Sting:
The one and only Apollo Creed!
And there he is, the former Heavyweight Champion, Apollo Creed.
He looks like nine million dollars.
I don't need nothing you got no more.
Don't need no has-been messing in my corner.
Get that bad look off your face before I knock it off!
Come on. Want to jump me? Jump me!
Come on, Creed.
Come on.
Yeah, come on.
Yeah, just like a chicken. You better run.
Give everybody a present and drop this chump, all right?
All right. Good luck to you.
All right, fans, here we go.
Presenting to you, on my left, out of the blue corner...
...hailing from Chicago...
...weighing in at an even 235 pounds.
The world's number one challenger, the undefeated...
- I wonder how Mick's doing. ...Clubber Lang.
I'm the best. I'm the best.
You and Clubber exchanged words. Any comment?
I have no comment.
And in the opposite corner...
...really needing no introduction the world over.
He weighs in at a trim 201 pounds.
The pride of Philadelphia, The Italian Stallion...
...and the reigning Heavyweight Champion of the World...
...Rocky Balboa!
Listen to this crowd.
Now to give instructions in the middle of the ring, the referee Marty Denkin.
You know the rules. I want a good clean fight.
I want you to step back at my command and break.
Go to the corner and come out fighting at the bell.
Dead meat.
This is not gonna be a fight of finesse.
These two guys really throw punches.
- This could end with quite a punch. - The chump is scared.
- Scared. - Tear him up.
See the look in his eyes?
I'm no trainer. Just go out and kill the guy. Kill him, Rock.
He's scared.
I'm the new champion. I'm the new champion as of today.
A rugged champion in the final fight of his colorful career.
Jimmy London was correct. He looks just great.
Here we go! Oh, boy, the champion came out swinging.
Balboa's off to an incredible start!
He looks determined to destroy the bigger challenger.
Get in, get in! Move him back.
Defense!
They're going at each other!
You got him! You got him, Rock!
Double up! Double up!
Come on.
Come on, Balboa! Come on!
The challenger is hitting him with everything he's got.
Come on, Balboa!
Clubber away. Trying to get him back to his corner.
Grab him, Paulie.
- Where's Mick? Where's Mick? - He's okay.
I need him now. I need him here.
He ain't nothing. I told you he ain't nothing.
- He's too strong. - Don't talk like that, Rocko.
- Tear him up! - I'm gonna smoke him.
I can't keep him off. I can't keep him off.
He's mine. He's mine! I'm gonna get him!
I'm losing it, Paulie. Where's Mick?
- What do you got there? - 200/50.
All right, let's start CPR.
- Rock, you can do it. - I'll try.
Rocky appears to be staggering.
Yeah, I'll get him.
Coming out of the corner, here comes Clubber.
Come on, Balboa! Come on!
Come on, oversized hick!
Let's see what you can do. Bring it to me!
Move on the inside!
The champion is helpless. My gosh, what a beating he's taking.
Don't stand toe-to-toe with him!
Come on, Balboa!
- Get up! - Get up, sucker!
- Five. Six. - Get up, sucker!
Seven. Eight.
Nine. Ten.
You're out!
The champion is finished! In the second round!
- I'm the man! I beat Balboa! - Incredible upset.
Balboa in the corner is out on his feet.
Out of the fight.