Drago: I must break you.

Duke: What's happening out there?

Rocky: He's winning... I see three of him out there!

Paulie: Hit the one in the middle.

Duke: Right! Hit the one in the middle.

Drago: If he dies, he dies.

Rocky: Going in one more round when you don't think you can - that's what makes all the difference in your life.

[Apollo's funeral]

Rocky: There's a lot I could say about this man, but I don't know if it matters now. I guess what matters is what he stood for, what he lived for, and what he died for. You always did everything the way you wanted it. And I didn't understand that, but now I understand. I'll never forget you, Apollo. You're the best."

[Drago has just entered the ring]

Paulie: Uh, Rock, you remember what I said about wantin' to be you?

Rocky: Yeah.

Paulie: Forget it.

[exits the ring]

Rocky: Thanks, Paul.

Adrian: Rocky?

Rocky: Yeah?

Adrian: You alright?

Rocky: Yeah I'm fine

Adrian: Why'd you do it?

Rocky: I just gotta do what I gotta do.

Adrian: You don't have to do anything

Rocky: No, Adrian, I do and I gotta leave this place too.

Adrian: So where are you going?

Rocky: They said they're gonna let me train in Russia and I just want to be somewhere where I ain't gonna think about nothing except him.

Adrian: Rocky, give it some time. Don't do this a lot of people live with hurt.

Rocky: A lot of people don't have a choice, Adrian, I do.

Adrian: And for that you're willing to lose everything?

Rocky: Adrian this isn't everything. The house, the cars and all the stuff we got. That ain't everything. There's a lot more than this, Adrian.

Adrian: Before there were reasons to fight I could understand but I don't understand this. Even if you win what have you won, Apollo's still gone. Why can't you change your thinking everybody else does?

Rocky: Cause I'm a fighter! That's how I'm made, Adrian. That's what you married. We can't change what we are.

Adrian: [Softly] Yes you can.

Rocky: We can't change anything, Adrian. All we can do is just go with what we are.

Adrian: You can't go with what you are you've read the papers, it's suicide! You've seen him you know how strong he is! YOU CAN'T WIN!

Rocky: Oh, Adrian. Adrian always tells the truth. No maybe I can't win. Maybe the only thing I can do is just take everything he's got. But to beat me he's gonna have to kill me, and to kill me he's gotta have the guts to stand in front of me, and to do that he's gotta be willin to die himself. I don't know if he's ready to do that. I don't know. I don't know.

Paulie: I know sometimes I act stupid and I say stupid things, but you kept me around and other people would have said "drop that bum". You give me respect. You know it's kinda hard for me to say these kinda things, cuz it ain't my way, but if I could just unzip myself and step out and be someone else, I'd wanna be you. You're all heart, Rock.

Rocky: [Addressing the Soviet crowd, translated into Russian line by line by announcer]

Rocky: During this fight, I've seen a lot of changing, in the way you feel about me, and in the way I feel about you. In here, there were two guys killing each other, but I guess that's better than twenty million. I guess what I'm trying to say, is that if I can change, and you can change, everybody can change!

Rocky: [loud applause, even by the politburo]

Drago: You will lose.

Apollo: Nah, I'm not angry with him. I just wanna show the whole world that RUSSIA doesn't have all the best athletes!

Apollo: Well, I've been with the best, and I've BEAT the best! I've retired more men than Social Security!

[Regarding the interviewer's question whether Drago had been given steroids as part of his training]

Ludmilla: Ivan is naturally trained.

Interviewer: Then how do you account for his freakish strength?

Ludmilla: Like your Popeye, he ate his spinach every day.

[everyone else laughs, including Koloff]

Apollo: We always have to be in the middle of the action 'cause we're the warriors. And without some challenge, without some damn war to fight then the warriors might as well be dead, Stallion. Now I'm asking you - as a friend - stand by my side this one last time.

Duke: Hey, Champ.

Rocky: Hey.

Duke: Can I come up?

Rocky: Yeah sure.

Duke: Some weather we're having here huh?

Rocky: Yeah it's pretty rough.

Duke: But it's perfect for what you gotta do it's good. Toughen you up.

Rocky: I guess.

Duke: I know you think you're gonna have to do everything by yourself but you know I'll be with you.

Rocky: Yeah

Duke: Apollo was like my son. I raised him. And when he died a part of me died. But now you're the one. You're the one that's gonna keep his spirit alive. You're the one that's gonna make sure that he didn't die for nothing. Now you're gonna have to go through hell. Worse than any nightmare you ever dreamed. But in the end, I know you'll be the one standing.

Rocky: I'll try.

Duke: You know what you have to do. Do it. Do it.

Rocky: Thanks, Duke.

Duke: He's worried! You cut him! You hurt him! You see? You see? He's not a machine, he's a man!

Ludmilla: You call him a killer. He's a professional fighter, not a killer. We are getting death threats. We are not involved in politics. All I want is for my husband to be safe, and to be treated fairly. You have this belief that you are better than us. You have this belief that this country is so very good and we are so very bad. You have this belief that you are so fair and we are so very cruel.

Nicoli Koloff: It's all lies and false propaganda to support this antagonistic and violent government.

Paulie: Whoa. Violent? Hey, we don't keep our people behind a wall with machine guns.

Nicoli Koloff: Who are you?

Paulie: Who am I? I'm the unsilent majority, bigmouth.

Drago: He is not human, he is a piece of iron.

Rocky: Champ, look this fight's over. I gotta stop it.

Apollo: No, no.

Rocky: Look, you can't do no more out there!

Apollo: I'm here to fight.

Rocky: He's killing ya. I gotta stop this thing.

Apollo: I'm here to fight, promise me you're not gonna stop this fight.

Commentator #1: Boy I'll tell ya that was a pulverizing round for the ex-champion.

Commentator #2 in Las Vegas: Hey guys, Ivan Drago is definitely for real!

Apollo: [His last words] I want you to promise me you're not gonna stop this fight, no matter what. No matter what!

Drago: To the end.

Drago: [from teaser] My name is Drago. I'm a fighter from the Soviet Union. I fight all my life and I never lose. soon I fight Rocky Balboa, and the world will see his defeat. Soon, the whole world will know my name.

Rocky: To beat me, he will have to kill me.

Drago: I win for me! FOR ME!

Duke: All your strength, all your power, all your love. Everything you've got. Right now!

Apollo: Maybe you don't know what I'm talking about now, but believe me you will when it's over. You will when it's over.

Ludmilla: Good Luck. I hope, we can be friends.

Mrs. Creed: I hope so.

Ludmilla: Of course, they're sportsmen, not soldiers.

[Shakes, Mrs. Creed's hand]

Igor Rimsky: Enjoy the fight

[shakes hands with Mrs. Creed]

Interviewer: [at the Drago-Creed press conference] Rocky, how do you think Apollo should fight Drago?

Rocky: [commenting on Drago's imposing stature] Well, what I think we should do first is get Apollo a ladder.

[everybody chuckles]

Drago: I defeat all man. Soon I defeat real champion.

Nicoli Koloff: We fight in Soviet Union or we fight nowhere. Why don't you ask Drago's wife why she is afraid? Tell them.

Ludmilla: I'm afraid for my husband's life. We have threats of violence everywhere. You call him a killer. He is a professional fighter... not a killer. You have this belief that you are better than us. You have this belief that this country is so very good, and we are so very bad.

Apollo: Without some damn war to fight, then the warrior may as well be dead, Stallion!

Drago: [after "killing" Apollo in the ring] I can not be defeated. I beat all man. Someday, I will beat a real champion. If he dies, he dies.

Nicoli Koloff: [at the Creed-Drago press conference] You are not very realistic, are you, Mr. Creed?

Apollo: Now who is this guy? Where did you come from?

Nicoli Koloff: You can box, yes. But you are far too old to think that you can beat Drago.

Apollo: Is that a fact?

Nicoli Koloff: Yes. And it could be a painful one!

Nicoli Koloff: [at the Balboa-Drago press conference] It is a matter of size. Evolution. Isn't it, gentlemen? Drago is the most perfectly trained athlete ever. This other man has not the size, the strength, the *genetics* to win. It is physically impossible for this little man to win. Drago is a look at the future!

Rocky: [to Rocky Jr] Yo, can you turn your robot down, please?

Rocky Jr.: [while playing with his robot] When can I learn to fight?

Rocky: [while washing his car] I fight so you don't have to fight because I want you to use your head for something other than a punching bag like I do.

Rocky Jr.: Your head doesn't look like a punching bag.

Rocky: No? That's nice, thanks a lot.

Rocky Jr.: [jokingly] It looks like a catcher's mitt.

Rocky: [Amused] So, you're a wise guy now?

Duke: Throw the damn towel!

Rocky: [Watching footage of the their previous boxing matches against each other] You know this fight with you and the Russian? You think it's not you against him?

Apollo: If it's not against him, whose it against?

Rocky: You think it's you against you? I'm speaking the truth here

Apollo: I don't think I want to hear this

Rocky: Look, you're a great fighter no doubt about that but we've got to face the facts too, maybe you don't want to believe it but maybe the show's over

Apollo: That's easy for you to say you're still on top what happens when you're on top then what? Where do we go? Because we sure as hell can't be born again

Rocky: I know we can't be born again but let's face it we've got to change

Apollo: I don't want to change I like who I am

Rocky: I like who you are too but look at that

[to the footage]

Rocky: you don't want to believe this but that's not us anymore we can't do it the way we did it before we're changing, turning into regular people

Apollo: No maybe you think you're changing but you can't change who you really are and you forget all this money you have around you because it doesn't change a thing we don't even have a choice

Paulie: [at Rocky's rented home in a snowy part of Russia] Are you planning to grow reindeer or something? How the heck are you supposed to train here? What a depressing vacation. What about the Rose Bowl game? I hope they have my comics here.

[he falls in the snow]

Nicoli Koloff: Whatever he hits, he destroys.

Nicoli Koloff: [Presenting to the media the improvements in technology in sporting performances for their athletes] as you can see, it highly advanced state of the art equipment and makes a man into a better man, a super, a great athlete into super athlete by harnessing all his strength most of the world is ignorant to body chemistry we wish to educate your country

Apollo: [In the dining room] His just an amateur, his big and stronger but his clumsy I know I can beat him

Adrian: Why do you want to fight him?

Apollo: Let's just say it's something I believe in

Adrian: [to Rocky Jr] Go finish your homework

Rocky Jr.: Ok, later dad later uncle Paulie later Apollo.

Paulie: [to as he Rocky Jr. leaves] later big man

Paulie: Don't you think people expect Rocky to whack this bum out first?

Apollo: Yeah and he will this is just an exhibition bout, its kids' stuff

Adrian: What's the purpose? What's it worth getting hurt at this point in your life?

Adrian: I don't want that chump coming over here with all that hype, they're trying to make us look bad, they tried every other way, with Rock's help we'd get great media coverage and make them look bad for a change

Adrian: I think it's wrong

Apollo: No it's never been right

Adrian: You're a great fighter but you've been retired for nearly five years don't you think it's time to start thinking about something else? How much more can you take? Either of you?

Ring Announcer: Tonight's event features two great athletes: in the blue corner weighing two hundred twenty one pounds of former heavyweight champion of the world, nicknamed The Dancing Destroyer", "The King of Sting", "The Count of Monte Fisto", and "The Master of Disaster", the one, the only: Apollo Creed. In the red corner weighing in at an even two hundred sixty one pounds, gold medalist an undefeated world amateur champion from the Soviet Union nicknamed "The Siberian Bull": Ivan Drago

Rocky: [In the dressing room before the fight against Drago] you look good but just do me a favor, when you go out there try not to wear yourself out

Apollo: Yeah, wear myself out?

Rocky: You haven't been in the ring for five years

Apollo: What are you talking about? You make it sound like I'm an old man. I'm in the best shape of my life I'm quicker, I'm stronger

Rocky: I'm not saying you're not ready but personally, if it were me, I wouldn't mind postponing it a couple few weeks

Apollo: Postpone?

Rocky: Yeah we don't know anything about this guy, you're fighting

Apollo: Ok let's say I postpone, I step out someone steps in and whips this guy where does that leave me?

Rocky: What do you mean "leave you", this is just an exhibition bout this doesn't mean anything

Apollo: No that's where your wrong, it's not just an "exhibition bout" that doesn't mean anything it's us against them

Rocky Jr.: [Before Rocky leaves for Russia, while next to each other on his bed] When will you be back?

Rocky: Pretty soon

Rocky Jr.: Are you scared?

Rocky: No

Rocky Jr.: Not even a little?

Rocky: Wouldn't you be?

Rocky Jr.: If a big giant man wanted to beat me up I'd be real scared

Rocky: Well, the truth is sometimes I do get a little scared when I'm in that ring and when I'm going to get hit or when my arm hurts so much I can't even lift it and I'm thinking I wish this guy hit me in the chin so I won't feel nothing anymore then there's another side that comes out that wants to take more wants to go one more round because if I go one more round when you don't think you can, that makes all the difference in your life

Reporter: Drago, how does it feel to spar with the great former champion?

[Drago mute]

Apollo Creed: The man's tongue didn't come through customs.


American Commentator #2: They're going to have to stop this fight before somebody gets killed.

Nicoli Koloff: I should say to the press, in all fairness, Drago should not even fight this man. Because he is a has-been.

Paulie: [watching as Rocky goes for the knockout] Rocco, knock his head off!

Mrs. Creed: Stop the fight!

Las Vegas Referee: [to Apollo Creed and Ivan Drago before the first round of their fight] OK gentlemen, like I explained in the locker room you know the rules, watch your low blows, kidney punches and rabbit punches in case of a knock down you go to the corner I tell you to and you stay there until I tell you to come out, shake hands and lets have a good fight.

Commentator #2 in Las Vegas: [commentating the fight] Creed comes out for Round two still dancing the legs still appear to be a little rubbery and now the Russian just standing there trying to intimidate Creed, Drago throws a right hand referee tries to step in and he's thrown across the ring. I've never seen Apollo take so much punishment.

Commentator #1: Creed dancing around Creed back peddling now, neither fighter ready to throw a punch a left jab there, another left jab a slip by Creed Drago moving in cocking his right arm, a left hand by Creed another left hand by Creed as Drago waiting and waiting keeps cocking his right arm, and a left hand by Creed, Creed grabs the Drago and now Drago throws Creed across the ring it is Drago with the upper hand now, Drago with a left to the midsection now with a right hand another right and another right Creed is against the ropes two minutes into the first round by Drago and a very bloody Apollo Creed

Adrian: [Seeing Adrian for the first time in Russia] I couldn't stay away anymore. I missed you.

Rocky: I missed you.

Adrian: I'm with you no matter what.

Rocky: No matter what?

Adrian: [Nods] No matter what.

Commentator #1: [At the end of the Creed-Drago fight] What started out as a joke, has turned into a disaster.

Apollo Creed: How did I do?

Rocky Balboa: Little loud for my taste.

Apollo Creed: But good?

Rocky Balboa: Oh, yeah, very good.

Rocky Balboa: [on top of the mountain in Russia] Drago! Drago! Drago!