We have the time.
The winner by knockout...
...the new Heavyweight Champion of the World:
Clubber Lang!
Yeah, I told you. I told you I'd do it.
Yeah! I'm the new champ of the world!
Come on, get out of here! Get out of here.
- Rocky, what happened? - How's Mick?
He wouldn't go to the hospital till you got here.
Time is important. We must get him to the hospital immediately.
Mick?
- What? - Mick.
What? What? What?
Is it over?
Yeah, it's all over.
Hey, listen, what happened?
It was a knockout.
- What round? What round? - Second round.
Yeah, I knew it.
That's good. We did it, huh?
- We did it. We did it. - All right.
- You don't have to worry no more. - No. Good.
Everything's gonna be okay, Mick.
- You know? - I knew that we did it.
You gotta get to the hospital. You're not as young as you used to be.
You're the winner.
We did everything right. I did everything...
No, no, listen. We ain't done everything right.
Listen, we got more to do.
Mick, whatever you want to do, we'll do it, okay?
I love you, kid. I love you.
It hurts me.
Mick?
Mick?!
Mick...
Don't go away, please, don't.
We got more to do.
We got more to do. We got...
Oh, my God!
Oh, Jesus.
This concludes our service.
That's not the way to do it.
Who's that?
Why don't you hit it straight? Step into it.
Apollo?
Right. I waited at your house for about an hour.
Your wife said you might be here.
What are you doing here?
Business.
If the papers knew we were talking like this, they'd think we was crazy.
Why you?
I'm the best and you need somebody to teach you different.
Why?
I don't think you could pull it off without me.
You still didn't answer me.
What's the real reason?
Listen. It's quiet, isn't it?
When you retire, it's too quiet.
We're too young to retire anyway.
I could promote this thing into the biggest gate of all time.
It'd be bigger than ours.
Heaven knows I don't mind being involved with large numbers, right?
I don't need this no more. I...
I don't want this no more.
Look, man.
When you beat me, I hurt all over.
I didn't want to know from nothing or nobody, not even my kids.
Hell, every fighter knows that hurt.
We get sick inside trying to live with it, so don't back off now.
Make it right for yourself or you'll be sorry.
We held the greatest title in the whole world, babe.
You lost that fight for all the wrong reasons.
You lost your edge.
All right, I know your manager dying...
...had you messed up inside.
But the truth is, you didn't look hungry.
Now when we fought...
...you had that eye of the tiger, man, the edge.
You gotta get it back. The way to do that is to go to the beginning.
You know what I mean?
Maybe we could win it back together.
Eye of the tiger, man.
Why'd you have to come here?
I have the plan. Get back, man.
You got me curious.
You got me curious, Rock.
Clubber, do you accept the challenge for a rematch with Balboa?
I reject the challenge, because Balboa is no challenge.
But I'd be happy to beat up on him some more.
I always said he was nothing.
I can't wait to see this bum fall.
What do you think of him being trained by Apollo Creed?
Apollo who?
You talking about that old fool, Apollo Creed?
- One has-been teaching another. - Yeah, just keep talking, pal.
When I see him, I'm gonna close his mouth for him.
All right. When will the match take place?
The sooner, the better. I'm the champion of the world.
Nothing can be done about that. I can't be beat, and I won't be beat.
This time I'll train even harder.
No quick knockdowns. I'll torture him.
I'm gonna crucify him real bad.
Hard words from a hard man.
The odds against Balboa making a comeback at 34...
... are very long indeed.
Can he do it? Most experts doubt it.
Balboa was a fine champion, but his time has passed.
I wish him luck.
Don't listen to it, Rocky.
No, do listen to it, Rock.
When this is over, a lot of folks are gonna owe you an engraved apology.
And you'll owe me a big favor.
What favor?
When it's over.
Rocko, come on! We're gonna be late at the airport.
- Let's go. - Think we forgot anything?
- I think we have it all. - Maybe another sweater.
No, California's not that cold.
It's great, great. A scorcher.
Listen, I want you to be a good boy, okay?
And don't give anybody a hard time.
Give me a kiss.
- We'll call when we land. - Yeah, we'll call.
You'll be a good boy? All right.
I'll bring you back something.
What are we doing in L. A?
Hey, man, this is where I started.
This is where he's starting.
Why don't we stay at your place?
You're missing the point.
Let's check in and get to the gym.
In my opinion, we don't need this place.
It's below your standard.
We're gonna give it a try. Come on.
I don't even have a gun.
Fun is fun. I like those kind of things, but this I don't like.
Look at this. Rats even have more pride than to be caught dead here.
I mean, look at the dump. I just don't like it.
- Think of Adrian's health. - I'm fine, Paulie.
Balboa. What's he doing out here?
This is where I started.
That's your problem. Let's leave before they leave us for dead.
You see that look in their eyes?
When we fought, I trained hard, but I didn't have that look. You did.
You won.
You gotta get that look back.
Eye of the tiger, man. Eye of the tiger.
Come on, let's go.
Look at this place. No class in here.
- Is he always so cheerful? - I don't sweat you.
Don't get mentally irregular.
It's a free country.
Just don't get irregular.
I don't need no philosophy lesson.
It just takes six years to...
Yeah, well, I ain't got six years!
Hey, come on, Paulie. Just relax.
Hey, champ!
Hey, Duke, my man.
Everything's ready to go.
I know you know who this man is.
It's gonna be good working with you, not against.
- How you feel? - Pretty good.
We've been living modern, but we're gonna train old.
I'm gonna talk to the guys.
Hey! The champ is home!
We gotta leave. I got a reputation.
What do you mean?
You heard. I don't like these people.
You don't like them?
Maybe they don't like you either.
What'd I do to them?
And they call me punchy.
Stallion, come on over here and meet these fellas.
I'll be right back.
How you doing, guys?
That's it, that's it. Come on, on the toes.
On the toes, on the toes.
Come on, Rock.
He ain't too graceful.
That's why we're here.
Waste of time. He's got heavy feet.
Get on the balls of your feet. Come on, relax, Rock.
Get those feet out of the concrete.
It takes time, but it'll come.
He can't train to the jungle junk music.
- Come on, relax, Rock. - Here we go.
On the balls of your feet.
- Let your body find the rhythm. - We got a new dance called the crawl.
You can't train him like a colored fighter.
He ain't got no rhythm.
- How stupid do I look? - You look great.
Everything we do works off the jab.
Can he swim?
With a name like Rock?
No time to waste! Let's go! Another lap!
Move it! Another lap!
He ain't no tuna. We belong back in the gym.
He's gotta use muscles he never thought he had.
Come on, stretch now! Come on, move it, Rock!
Nobody can change that much. He's a bruiser. He ain't no boxer.
Keep telling him that, he'll be nothing.
Another lap! Come on now! Move it!
Move it! Come on! Move it!
Come on, let's go. Let's go!
That's it, stretch! Stretch it out!
That's it, let's go. You gotta pull. Hard now, hard!
Shut up, you Sterno bums! I'll squash you!
Decent people are trying to sleep!
Shut up, you honky scum bastard mother!
Who needs this sick place?
I don't.
No class.
Damn, that Clubber's strong.
Fifteen rounds is a long time.
We gotta put him away early.
I figure with the pace we gotta set, Rock can last...
...maybe seven or eight rounds.
Then we'll be out of steam, man.
We got to put him away early.
At least the water's hot.
Well, we never really had a honeymoon.
It's not so bad.
We've been in worse places.
Rocky's in trouble in round two!
He takes a right! Another right! Rocky's been cut!
Let's go. You gotta get tougher.
Think smooth. Smooth. Bounce.
Toes, toes, on your toes. On your toes.
Push yourself, Rock! Concentrate.
Let's move it, Rock!
Come on, Rock, come on!
Have fun with this. Have fun with it.
Smooth. On the toes.
Don't push it, don't push. Let it come.
It'll come. It just takes time, baby. It just takes time.
Come on, move your head. Move your head up and down!
Swift now, up and down. In and out.
Inside. Inside. Inside, baby.
Side to side.
Watch it now. Remember, he's got two hands, right?
What the hell are you doing?
This guy will knock you on your ass!
Come on, Rock, it's not a game.
You want to live in a hospital for five weeks this time?
You thought I was tough? He'll kill you.
Get your head on your shoulders, man.
Think about the fight!
Clubber Lang's in, he's trying to hurt you. Okay, here it comes. Jab!
He's jabbing! He's trying to hurt you.
You gotta fight. You gotta move.
He's against the ropes!
He can't get out of the corner.
He's hooked you! He's hooked you!
Damn, Rock, come on!
What's the matter with you?
Tomorrow. Let's do it tomorrow.
There is no tomorrow!
There's one thing you gotta remember. We gotta get speed.
You gotta get some flexibility and quickness.
Quickness, endurance, that's the end of it.
That's the only thing we gotta concern ourselves with.
Mickey never had me do this.
Okay, here we go.
Ready?
Set.
Go!
Come on!
You can't win, Rock.
You ain't been hungry since you won that belt.
He'll knock you into tomorrow.
What's the matter?
It's over.
It's all over.
What's the matter with you?!
Can I talk to you?
I want to ask you something and I want the truth.
What?
Why did you come here?
I just don't want it no more.
If it's over because you want it to be, I'm glad.
I do.
It's just, you've never quit anything since I've known you.
I don't know what to say.
I mean, how..? What happened?
How did everything good get so bad?
What's so bad? Tell me, what?
I wrecked everything by not thinking for myself.
Why couldn't Mickey tell me where I was really at from the start?
He didn't have to lie to me and make me think I was...
...better than I really was. - He never lied.
Those fights weren't right, Adrian.
I never fought people in their prime.
There was always an angle to hold on to the title longer than I should've.
Do you understand me?
You've gotta understand that he loved you, and protecting you was his job.
Protecting don't help. It only makes things worse.
You wake up after a few years thinking you're a winner...
...but you're really a loser. So we wouldn't have had the title as long.
At least it would've been real.
It was real!
Nothing's real if you don't believe in who you are!
I don't believe in myself no more.
When a fighter don't believe, that's it! It's over.
- That's not it! - That is it!
Tell me the truth!
What are you putting me through?!
You want to know the truth? I don't want to lose what I got.
I didn't care what happened to me.
I'd get busted up. But now there's you, there's the kid.
- I don't want to lose what I got! - What do we have that we can't replace?
A house? We got cars. We got money.
We got everything but the truth!
What's the truth, damn it?
I'm afraid, all right? You want to hear me say it?
All right, I'm afraid! For the first time in my life, I'm afraid.
I am too! There's nothing wrong with being afraid.
- For me there is! - Why? You're human, aren't you?
I'm a liar, and because of that...
...Mickey ain't here no more.
You didn't push him into anything!
He was a grown man and he did what he had to do.
You have no right to feel guilty.
You were a champion. You did what was expected.
What I and everybody else thought you should.
You want to tell me that those fights weren't real? I don't believe it!
It doesn't matter.
You're the one that's gotta carry that fear around.
Afraid that everybody's gonna take things away.
Afraid you'll be remembered as a coward, that you're not a man anymore.
None of it's true, but it doesn't matter if I tell you...
...because you're the one that's gotta settle it.
Get rid of it!
When the smoke has cleared and they're through chanting your name...
...it'll just be us! You can't live like this. We can't live like this.
It'll bother you forever.
Look what it's doing to you now.
Apollo thinks you can do it. So do I.
You've got to want it for the right reasons...
...not for the guilt over Mickey, not the people, not for the title...
...not for money or me, but for you.
Just you, just you alone.
And if I lose?
Then you lose, but at least you lose with no excuses.
No fear.
I know you could live with that.
How'd you get so tough?
I live with a fighter.
I really love you.
I love you.
Just flick it.
Good. Five more laps.
Jab. Get them up.
Faster! Faster! Go on. Kick it.
Very nice!
Move your head. Move your head.
That's right, under! Under and over. Up and down.
That was nice.
Come on, pick them up now. On your toes. On your toes.
Come on, now. Come on.
Speed, speed, speed.
Faster, faster. Yeah! Good.
Ready. Ready.
Rocky the fish!
Good evening. I'm Stu Nahan along with Bill Baldwin...
... and we welcome you to Madison Square Garden...
...a most exciting backdrop for the rematch...
...between former champion Rocky Balboa...
...and the reigning champ Clubber Lang.
We now switch to our remote cameras inside the dressing rooms.
Would you comment on how you'll fight Balboa? What's your strategy?
Don't need any.
He's so predictable and stupid, he comes straight ahead.
He's tailor-made for me and he's gonna get hurt.
- That's good. - Turn them over.
How does that look? Okay?
No, I don't hate Balboa, but I pity the fool...
...and I will destroy any man who tries to take what I got.
Remember where you came from.
Remember what it took to get you here.
Remember what he did to you last time, right?
Since both men are brawlers, with the edge going to Clubber...
...I'd say that the odds are very long against Balboa regaining his title.
Now it's your turn.
It's your turn, huh?
- What's your prediction for the fight? - Prediction?
Yes, prediction.
Pain.
Lang is a brawler who likes to hurt to the body.
You know, Balboa may never have psychologically recovered...
...from that knockout Clubber laid on him.
It's time.
- Here. - What?
I want you to wear these.
Come on, Apollo, these are...
...the colors you wore in our first fight together.
- I can't wear your colors. - Just wear it.
Thanks, Apollo.
You wash them before you bring them back, all right?
Will do, will do.
Hey, thanks, Apollo.
And remember, after this you owe me a favor.
What favor?
I agree. Toe-to-toe...
...Lang is utterly devastating and he's much too strong.
I want to tell you I'm proud of you.
It takes a hell of man to change, and you did.
- You did good, Apollo. - Thanks, Paulie. Okay, let's do it.
And here comes Rocky, and here comes Apollo, the two former champions.
Look at that United States Marine Corps Guard and Drum and Bugle Corps.
Say, take a look at Rocky.
Look at his face, the tautness of that body.
- Does he look serious right now! - He does.
You know, the word is that this is Rocky's last fight, win, lose or draw.
There he is, the Italian Stallion, Rocky Balboa, climbing into the ring.
He looks incredibly thin, doesn't he?
He's gotta be about 20 pounds lighter.
Rocky Balboa, the iron man from Philadelphia!
This crowd is certainly with him tonight. Listen.
Balboa doesn't have any boxing skill.
I've never seen a fighter with as much determination.
Hold it, Stu. Look behind me.
Here comes the champion now, Clubber Lang. Listen to this crowd.
Take a look at those eyes. I've never seen such sullen eyes.
He is tough.
Clubber, go back where you came from!
He even belted a spectator on the way in.
- Look at that man. - Boy, awesome.
Awesome! He's tough. Look at that.
Clubber Lang, heavyweight champion of the world.
You ready for another beating?
You should've never came back.
Don't look at him.
Let's just be cool.
Hey, boy.
After him, you're next.
Just stay out of my face, chump.
Don't turn your back!
We got a brawl before the bell!
Apollo and Clubber go at it.
This ring is ready to explode. It's about to begin...
...but they want to start now.
- Come on! - Let me go!
That's right, I'm gonna get you!
Come on!
Let him go! I want him!
- You said be cool. - That was cool!
I'm the champ! I'll beat you like I did last time!
You won't have to look to find me. I'm here!
Ladies, gentlemen, and boxing fans around the world...
...welcome to Madison Square Garden...
...and tonight's heavyweight championship of the world!
This crowd is ready tonight.
Out of the red corner...
...the challenger...
...weighing 191 pounds...
...from the fighting city of Philadelphia...
...the former heavyweight champion of the world...
...the Italian Stallion...
...Rocky Balboa!
He has so slimmed down.
He looks like a middleweight.
Out of the blue corner...
...weighing 237 pounds...
...the hard-punching battler from Chicago...
...the reigning heavyweight champion of the world...
...Clubber Lang!
Referee Lou Filippo.
Okay, boys, let's go.
We went over the rules.
I'm just going to repeat a few.
Watch the low blows and rabbit punches.
In case of a knockdown, you go to the corner...
...and stay until I tell you to come out.
Is that understood? Any questions?
Let's go back to your corners now.
I'm gonna bust you up.
Go for it.
Well, here we go. The war is on.
We're waiting for the bell.
Take my belt. I'm gonna get him.
Don't let this bum let you fight his fight. You're the best!
Here you go, champ.
Rhythm and power.
- Keep that jab up. - Thanks.
Are we ready for round one? Should be a great fight.
Here we go.
He goes right out of his corner after Clubber Lang!
He's running into Clubber's face.
What a start of a fight!
Another jab. Another jab.
And another!
This isn't the Rocky we expected!
He looks fantastic.
Another right!
A right! Look at that, right to left to the head!
Lang doesn't know what's happening.
He's being stung by this style. Look at the shots he's taking.
I can't believe it, but he can't corner...
...the fleet-footed challenger. It's absolutely unbelievable!
Is that the hardest you hit? Bring it to me! Hit me!
That right hand is like a trip hammer.
- Rock, tie him up! - Bring it to me.
Break it up. Get back. Get back. Come on.
Tough first round! Tough first round.
Rocky with a couple of rights and lefts to the head.
- Get off! - Now it's Lang coming back!
This crowd is going absolutely wild!
There's a good left-right combination by Rocky.
- And a good left hand. - Go!
This is Rocky Balboa's night!
- getting him back to his corner.
We've got pandemonium in the ring at the end of round one.
Lang wants more. He can't realize the round is over.
He's trying get back to Rocky.
All right, you look great.
Don't get crazy and we're home.
I'll kill you, man!
The man's strong.
Tell me when's the next round. I'm gonna kill him!
Now he's gonna come hard.
Don't give him a chance to set.
Counter and move. Counter and move.
He had Lang at his mercy.
I don't think Lang knew what hit him in the first round.
Here we go. The bell for round two.
Now it's Lang coming out for Rocky.
Here he comes back, but Rocky's still landing rights and lefts.
In the center of the ring, a right.
He's really setting him up. Right! Right! Right!
Five unanswered shots!
Kill him! Kill him!
Get out of there!
Get back there!
All right!
Come on, break it up! Let go.
Let him go. Come on, break it up!
What are you doing?
Come on! Come on, Balboa!
I'm gonna give it to you!
Get your hands up! Come on, Rock!
That right hand hurt Rocky again. What a fight!
He's got him cornered. Balboa's in trouble.
Hold him, damn it!
Come on, Rocky!
This is Clubber's round so far. Lang's taken momentum here.
He's railing away at Balboa.
- And Balboa is down! - You think you're bad? Get up.
Get up, damn it!
Come on! Come on!
- Five. - Can he get up?
- Six. - He's in trouble, but he's up.
Here comes Clubber again. Lang with the left hand.
Another left and a right.
A right! Another right!
And down goes Balboa again.
Stop the fight.
I got some moves.
I got a lot of moves. Come on.
Clubber coming into him.
Ain't so bad. You ain't so bad. You ain't so bad.
- You ain't nothing. - You must be crazy or something!
- I'm crazy? - You're a stupid fool!
- I ain't breathing heavy. - He's a fool. He's stupid.
How could he come back from that?
What the hell are you doing?!
It's strategy. I know what I'm doing.
No, you don't know!
He's gotta come to you.
He's nothing. He's mine.
Stand toe-to-toe, he'll kill you!
Don't get your head beat off!
He's getting tired.
Don't go wasting your punches. You're the champ.
Don't try to take him out with one punch!
You wear him down. He's all ours.
I know what I'm doing.
Don't tell me what you think!
Go out there and do it. Eye of the tiger. You understand?
Go out there and knock his head off. He's just a man.
Be more man than him! Eye of the tiger!
- Eye of the tiger! - Up and down. Side to side.
We're into round three. Tough rounds to call right now.
This is a little slower in the start.
It's my round. I'm gonna take you this time.
I'm gonna take you. You're mine. You're mine.
- I'm gonna get you. - Come on.
Rocky throws him three rights to the head. He's back.
He's your heavyweight.
A sharp left hand.
Get out of there!
Stick him!
Come on! Come on!
Come on!
Again, again!
- He's getting killed. - No he's not, he's getting mad!
The whole world's watching. Come on, knock me out.
Come on, harder. Hit me harder. Come on!
Get out of there!
Come on, Rock. Hands up, Rock.
My mother hits harder than that. A little harder. In the face.
Again, come on. You ain't so bad!
You ain't nothing!
I might believe the strategy now. He's making Clubber Lang miss now.
You see how he drew him in? Now Rocky's throwing the punches!
He's lifting him right off the canvas with those punches to the ribs.
He's coming. He's completely psyched-out this guy.
Lang has got to be confused by all of this.
Look at the condition Balboa is in right now. Look at the condition.
And Lang doesn't know how to defend himself.
- Harder punches! - Now!
What a comeback by Balboa!
Come on. Come on.
Come on. Come on
Come on. Come on!
The place has gone bananas!
It's a tremendous comeback!
Get up!
Five. Six. Seven.
Eight. Nine.
Ten. You're out!
The new heavyweight champion again!
He's down on the floor in ecstasy!
Bowing, praying there, beating the floor!
And there he is...
...the new heavyweight champion of the world, Rocky Balboa!
Rocky is exhausted!
We did it!
Ladies and gentlemen, the winner by knockout...
Are you all right?
Never better. Never better.
Once again, the heavyweight champion of the world...
...the Italian Stallion...
...Rocky Balboa!
Come on, come on! We made a deal.
But this is extremely crazy.
- It's mentally irregular, right? - Yeah.
It makes all the sense in the world. You owe me.
I know, but when did you think of this?
About three years ago.
- Oh, this is very crazy, Apollo. - Look, Stallion.
When you won that last fight, you won by a second.
You beat me by one second.
That's hard for me to handle.
But didn't you say you learned how to live with it?
- I lied. - Oh, you lied.
Now you just gotta prove it to yourself?
Just for myself. No TV, no newspapers, just you and me.
Nothing. Just you and me, yeah. Age before beauty.
- Anything you say, Stallion. - I'll do all the work.
Apollo, you better go slow...
...because you ain't so young anymore.
I'm still young enough to whip your butt.
How are you gonna do that? You taught me everything you know.
Almost everything. You gotta remember now...
...you fight great, but I'm a great fighter. You ready?
- Oh, absolutely. - All right.
You know, Stallion, it's too bad we gotta get old, huh?
Just keep punching, Apollo.
Want to ring the bell?
All right.
Come on, Stallion.
Come on. Come on.
Boy, you really move good for an older guy.
You're looking good. I taught you well.
I think you taught me too good.
- Looking fly. - Look out now.
You don't want any of this. Come on.
- Come on. - Maybe I'm in here with the wrong guy.
- Come on, watch yourself. - Ready?
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