Rocky Balboa: I just got one thing to say... to my wife at home: Yo, Adrian! I DID IT!

Rocky Balboa: It's Apollo.

Mickey: Who were you expecting?

Rocky Balboa: I was hoping he wouldn't show

Gazo: How's about investing in condominiums? It's safe.

Rocky Balboa: Condominiums?

Gazo: Yeah, condominiums.

Rocky Balboa: I never use 'em.

Mickey: Hey Rock. It's three in the morning. I went up to your house there and they told me you was here. It's 3am, kid. You know that Adrian, she's a good girl. Me, you know I'm sorry for both of ya. There's nothing I can do about it. Except, uh, I wanna tell you this once and then, uh, I ain't gonna say it again. But Rock, you got another shot. This is the second shot. At, uh, I don't know the biggest title in the world, and you're gonna be swappin' punches with, with the most dangerous fighter in the world. And just in case, you know your brain ain't workin' so good. All this happens pretty soon and you ain't ready. You know you're no where near in shape. So I say, for God's sake, why don't you stand up and fight this guy HARD? Like you done before, that was beautiful! But don't lay down like this! Like, uh, I don't know, like some kind of mongrel or something. Cause he's gonna kick your face in pieces! That's right! This guy don't just wanna win, you know, he wants to bury ya, he wants to humiliate ya, he wants to prove to the whole world that you was nothin but some kind of a freak the first time out. He said you were a one time lucky bum! Well now I don't wanna get mad in a biblical place like this, but I think you're a hell of a lot more than that kid! A hell of a lot! But now wait a minute, if you wanna blow this thing, if you wanna blow it, then damn it I'm gonna blow it with ya. If you wanna stay here, I'll stay with ya. I stay with ya. I'll stay and pray. What do I got to lose?

Rocky Balboa: [after round 1 of the rematch with Creed] I can't believe it!

Mickey: What?

Rocky Balboa: He broke my nose again.

Interviewer: Do you have a criminal record?

Rocky Balboa: Nothin' worth braggin' about.

[to Apollo, about a rematch with Rocky]

Duke: He's all wrong for us, baby. I saw you beat that man like I never saw no man get beat before, and the man kept coming after you. Now we don't need no man like that in our lives.

Rocky Balboa: I was wonderin' if, uh, you wouldn't mind marryin' me very much.

[Mickey has Rocky chase after a chicken as part of his training]

Rocky Balboa: I feel like a Kentucky Fried idiot.

Reporter: Rock, you got anything derogatory to say about the champ?

Rocky Balboa: Derogatory? Yeah. He's great.

[During Rocky's retraining]

Mickey: You're gonna eat lightnin'; you're gonna crap thunder.

Adrian: There's one thing I want you to do for me.

Rocky Balboa: What's that?

Adrian: Win...

Adrian: Win!

Apollo: Do you think I beat him the last time?

Duke: You got the decision.

Apollo: Man, I won! But I didn't beat him!

[Rocky and Mickey are watching the film of the first fight]

Mickey: Left handed fighters, they're the worst. They lead with their face mostly, trying to throw that big left. Right's no damn good. They ought to outlaw southpaws.

Rocky Balboa: Why didn't you tell me this before?

Mickey: I didn't wanna hurt your feelings.

Rocky Balboa: [Just outside doorway of Apollo's hospital room after first fight] Yo, Apollo?

Apollo: [In hospital bed] Yeah, who is it?

Rocky Balboa: Its just me, Rocky. Listen, could you answer me one question?

Apollo: Yeah, sure

Rocky Balboa: Did you give me your best?

Apollo: Yeah... yeah.

Rocky Balboa: Thank you.

Rocky Balboa: [reading aloud from a book, slowly] "'It's no time to cuss me,' snarled the robber. 'By God, fellas, grab your rifles and take color... cover.'" How's that sound?

Adrian: It's good.

Rocky Balboa: Yeah?

Adrian: Mmmhmm.

Rocky Balboa: Ya know, bein' a good reader's gonna help me get a good office job, ya know. Wanna hear some more?

Adrian: I can't wait.

Rocky Balboa: OK. "'There ain't no cover, Smokey,' said Brad Lincoln. 'We better head for the canyon.'"

Adrian: You read nice.

Rocky Balboa: Thank you. You lie nice!

Adrian: Thank you.

[they both chuckle]

Reporter: Rocky, your pay for the fight will be very substantial. What will you do with the money?

Rocky Balboa: Well, the first thing I gotta do is I gotta pay the rent. And then I made this list on our way over here. I'd like to buy a couple hats, a motorcycle, a couple quarts of perfume for Adrian, she likes to smell good. And some muppet toys... you know, Ernie, Big Bird. And the frog, what's his name? Kermit?

Mickey: Yeah.

Rocky Balboa: And I thought maybe a statue for the church, and a snow cone machine for you, Paulie. You like snow cones, right?

Reporter: Rocky, do you have something derogatory to say about the champ?

Rocky Balboa: Derogatory? Yeah, he's great.

Employment Manager: Can I be honest? No one's going to offer you an office job. There's too much competition. Why don't you fight? I read somewhere you're a very good fighter.

Rocky Balboa: Yeah, well, was ya ever punched in the face 500 times a night? It stings after a while, ya know.

Adrian: We really don't need a car.

Rocky Balboa: Oh, come on, Adrian. I'm gonna be doing commercials. Now, I can afford this, you know? No problem.

Adrian: Do you know how to drive?

Rocky Balboa: Do I know how to drive?

Adrian: Do you know how to drive?

Rocky Balboa: I'm one of the greats. Are you kidding? C'mon, I'll drive you. Let me put you inside the car. This will just be like Cinderella and the pumpkin, you know?

Adrian: Do you know how to drive?

Rocky Balboa: Do I know how to drive? I drive airplanes and bulldozers. I'll drive you crazy if you give me a chance. You know what I mean?


Mickey: What's 'can't'? There ain't no 'can'ts'! There's no 'can'ts'!

Rocky Balboa: [noticing Mickey's hearing aid] What's that in your ear there?

Mickey: What it is, is I hear stupid things better.

[Out shopping with Adrian]

Rocky Balboa: Do you like having a good time? Then you need a good watch!

Mickey: [after slapping Rocky in the face with his left hand] Now you didn't even see that comin', did ya? And that's comin' from a broken down punk like me. What... what do ya think the champ would do to ya?

Rocky Balboa: Hurt me bad, I guess...

Mickey: Na, he'd hurt ya permanent. *Permanent*!

[Rocky, completely tired, exhausted, and in tears of happiness, makes a victory speech to the whole world]

Rocky Balboa: Excuse me. I can't believe this has happened. I can't. And I just wanna say thanks to Apollo for fighting me. Apollo. I wanna thank Mickey, for training me.

Fan from the Arena: We love ya, Rock!

Rocky Balboa: Yea, I love yous too. I just also wanna thank God. Except for my kid bein' born, this is the greatest night in the history of my life. I just wanna say one thing to my wife who's home: YO, ADRIAN! I DID IT!

Adrian: [crying in happiness] I love you. I love you.

[At a press conference for fight]

Paulie: His lungs he's gonna punch out.

Apollo: Now who is that? Al Capone?

Paulie: I don't sweat you.

Ring Announcer: Ladies and gentlemen! In a stunning upset, scoring the win by a knockout, the new Heavyweight Champion of the World...

Rocky Balboa: You're great.

Ring Announcer: Rocky Balboa!

[Cheering grows louder]

Apollo: Good luck.

Duke: [after round 1 of rematch with Balboa who is fighting right handed] Alright, did the switching bother ya?

Apollo: Nothin' bothered me, man, nothin' bothered me.

Duke: Well then, you should've had him! Now don't let up on this man. This man is dangerous. This man is DANGEROUS!

Apollo: This man is dangerous? I'm dangerous! I'm dangerous!

Adrian: If he goes blind, Paulie, you walk away; I love him, you don't!

Rocky Balboa: I was wonderin' what you were doin' the next 40 or 50 years.

Mickey: Why do you have to wear that stinkin' sweatsuit?

Rocky Balboa: It brings me luck, you know?

Mickey: Brings you luck! I'll tell you what it brings, it brings flies! Now here's what I want you to do... I want you to chase this little chicken.

Rocky Balboa: Hey yo, Mick, what do I got to chase a chicken for?

Mickey: First, because I said so. And second, is because chicken-chasing is how we used to train back in the old days. If you can catch this thing, you can catch greased lighting.

Rocky Balboa: Well, I'll do it if you say so, but it ain't very mature.

Mickey: Yeah, well neither are you very mature!

Mickey: This guy don't just want to win, you know. He wants to bury you, he wants to humiliate you, he wants to prove to the whole world that you was nothing but some kind of a... a freak the first time out.

Mickey: Who the hell is that?

Rocky Balboa: Avon lady.

Rocky Balboa: You know, I never knew you were so light, you know.

Adrian: No?

Rocky Balboa: No. If I did, I would've carried you everywhere.

Apollo: [Apollo is reading fan mail] Mary Anne, you listen to this. "You didn't beat nobody and anybody who knows boxing knows the fight was fixed." This one came from London. "You call yourself the champ? You're a fake! The fight was a fake. Go kill yourself!"

Mary Anne Creed: Wouldn't you rather play with the children than read hate mail?

Apollo: "How much did you get to carry that bum for 15 rounds? You are a disgrace to your people."

Mary Anne Creed: Why can't you ignore it?

Apollo: Are you serious?

[Tosses the mail away in anger]

Gazo: [walks in to find Rocky sweeping] Yo, Rock.

Rocky Balboa: Yo, Tony. How ya doin'?

Gazo: How am *I* doin'? No, how are you doin'? I heard you was workin' in this dump. What are you doin', Rock? Give it to me straight, Rock.

Rocky Balboa: You know, I'm sweepin' up, makin' a few bucks here and there.

Gazo: You ain't no janitor, Rock. You don't need a job like this. Besides, you're Italian. Now you come back and work for me, Rock.

Rocky Balboa: Yeah, well, what would I be doin'? You mean like, uh, you know, collectin' or somethin'?

Gazo: What else? Look, you come back, work on the docks, get some fresh air. It stinks in here.

Rocky Balboa: Yo, Tony, I appreciate the offer, but, uh, I can't do that stuff no more.

Gazo: It's healthy, huh? Well, look, I gotta go. Take it easy, huh, champ.

Rocky Balboa: Yeah, see ya around.

Gazo: [pointing to a cardboard cutout of Rocky on the wall when he was a fighter] Remember that guy, Rock?

[an exhausted Rocky lands a knockout punch at Apollo but sends them both falling onto the ring]

Adrian Pennino: [shocked] Oh!

Referee: 1. 2. 3.

Bill Baldwin: If he gets up, Creed will regain the title! If neither of them gets up, it's a draw and Creed will win the title automatically! The count...

Referee: 4...

Tony 'Duke' Evers: [calling to Apollo] Get up, my Man!

Mickey Goldmill: GET ON YOUR FEET!

Adrian Pennino: [whispers] Get up.

Referee: [Pandemonium in the stadium grows] 5. 6. 7.

Paulie Pennino: [Screams] Get up!

Referee: 8.

Mary Anne Creed: GET UP!

Referee: 9...

[Apollo collapses; Mary Anne moans]

Referee: [Rocky at the last second stands up] 10. YOU'RE OUT!

[Paulie and Adrian screams in happiness; Mickey yells]

Bill Baldwin: He made it at the last second! Rocky Balboa has shocked the world! He is the new heavyweight champion of the world!

Apollo: [outside after the first fight] Come on! Right here! Let's finish this fight!

Rocky Balboa: Is he serious?

[Duke, Apollo's trainer, is finishing putting tape around Apollo's arm]

Duke: [whispers and growls] You're the Man. You're number one. The Champ, the best of all time. Girls love you - Men, old people love you. Young people love you. You're the best. You're the Man, and he's yours. He's yours, he's yours. This bum shouldn't be in the same ring with you. I want you to show him who you are tonight.

[Apollo practices punching on his right hand]

Duke: Show him who you are tonight. Stick him!

[At the wedding of Rocky and Adrian]

Father Carmine: [Speaking Italian] Rocky Balboa, do you take Adrian Ponino to be your lawfully wedded wife?

Rocky Balboa: Yeah. Absolutely. Yes.

Father Carmine: [Speaking Italian] Adrian Ponino, do you take Rocky Balboa to be your lawfully wedded husband?

Adrian: I do.

Rocky Balboa: Thanks.

Father Carmine: [Speaking Italian] Then by the powers vested in me by the State of Pennsylvania, I now pronounce you man & wife.

Father Carmine: [in English] You may kiss the bride now.

Rocky Balboa: I gotta take this off.

[Rocky draws Adrian's veil back; kisses her]

Father Carmine: Go in peace, and God bless you.

Rocky Balboa: Thanks, Father. You done real good. I'm proud of you. Okay, things are gonna be great.

Bill Baldwin: This place is certanly packed with Rocky's people. I've never seen so many Italians in my whole life!

Stu Nahan: Hey, you said that, I didn't say that!

Mickey: [Standing to his feet after Adrian tells Rocky to win] What are we waiting for!

[Rocky is punching the heavy bag]

Rocky Balboa: Three, four...

Mickey: Now remember, I want 500 hard ones. Go!

Rocky Balboa: Where was I, seven or eight?

Adrian: You think it'll always be like this?

Rocky Balboa: Yeah.

Adrian: I hope you...

Rocky Balboa: What?

Adrian: never get tired of me.

Rocky Balboa: [whispers] Oh, no. You ain't never getting rid of me.

Adrian: I hope nothing changes.

Rocky Balboa: [whispers] I ain't changing and I sure ain't never changing nothing about you.

Adrian: I love you.

Rocky Balboa: I love you, too.

Adrian: I love you.

[they kiss for a few minutes, then stare into each other's eyes briefly, then kiss some more]

Reporter: Rocky, what did you think going into the last round?

Rocky Balboa: I don't know. That I should have stayed in school or something.

Apollo: Hey, Stallion! Stallion! You got a dull skull, Stallion. You're lucky, so lucky. What you did was a miracle. You're the luckiest man on the face of the Earth. I want you to know that, Stallion.

Rocky Balboa: Do I look lucky?

Adrian: And if it's a boy, I'd like him to be just like the father.

Rocky Balboa: Don't you think one dumbbell in the family's enough?

Apollo: This fight will be held in the Philadelphia Spectrum, 'cause I want this man's hometown to see this. I want all of Philadelphia, I want all of America, I want the whole world to see me destroy this man after two short rounds. Because after this fight, he's gonna have to donate what's gonna be left of his body to science. But there won't be much. That I can guarantee you.

Apollo: [about Rocky] I'm gonna drop him like a bad habit.

Ring Announcer: And in the red corner, weighing 220 pounds, a champion who needs no introduction anywhere in the civilized world, the true master of disaster, the undefeated heavyweight champion of the world, the one, the only, Apollo Creed!


Mickey: Listen, he's only a man. You can beat him because you're a tank. You're a greasy, fast, 200-pound Italian tank.