Mickey:[Flashback]Ah come here Rock. My God, you're ready ain't ya? That 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. 'Cause I was young once, too. And I'll 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-motivization? Huh? To stay alive, 'cause I think that people die sometimes when they don't wanna live no more.

Rocky Balboa:[Present day, remembering]Nature's smarter than people think..

Mickey:[Flashback]And nature is smarter than people think. Little by little we lose our friends, we lose everything. We keep losin' and losin' till we say you know, 'Oh what the hell am I livin' around here for? I got not 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..

Rocky Balboa:[Present day, remembering]I'll never leave you.

Mickey:[Flashback]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?

Rocky Balboa:[Flashback]It's okay.

Mickey:[Flashback]Okay. Now I got a little gift for you.

Rocky Balboa:[Flashback]Ah, Mick you don't have to.

Mickey:[Flashback]No, wait a minute, now, wait a minute. Hey look at that.

[Takes off his golden glove necklace]

Mickey: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 cufflink. Huh? And now I'm givin' it to you and it, it's gotta 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. It's gonna say, 'Get up you son of a bitch 'cause Mickey loves you'. Okay?

Rocky Balboa:[Flashback]Thanks Mick.

[Hugs him]

Rocky Balboa:I love you too.

Mickey:[Flashback]Go after him kid, go after him.

Mickey:Get up you son of a bitch! 'Cause Mickey loves you!

Tommy Gunn:You don't own me! You don't own me! Nobody does! I want my respect.

Rocky Balboa:Well come and get it!

Tommy Gunn:[as Rocky goes back into the bar]Hey. Hey! I'm not done talking to you yet.

Rocky Balboa:Listen, Tommy. I've got notin' else to say to you okay?

George W. Duke:Rocky Balboa. Tommy Gunn wants to fight you in his next match. Do you, or do you not accept Tommy's challenge?

Rocky Balboa:[to Tommy]Listen, Tommy. This guy wants us to fight in the ring. When we were together, we were like, like brothers.

[Tommy shrugs to Duke in disgust at Rocky]

Rocky Balboa:You see, Tommy Duke wants us to fight, get us to fight in the ring. He don't care about you Tommy, he don't care about me either.

Paulie:C'mon Rock. Get out of here.

[Turns to Tommy]

Paulie:Tommy, you're a peice of garbage, you know that?

Tommy Gunn:Hey, stay out of it.

Paulie:No, you listen okay? Rocky, Rocky, he's the real champion, you're just a goddamn joke.

[Paulie pshes back Tommy and Tommy punches him back, Rocky comes back to console Paulie]

Paulie:[to Rocky]Yous hould've left him on streets where you found him.

Rocky Balboa:[to Tommy]Hey! You knock him down how 'bout tryin' knockin' *me* down.

George W. Duke:No, no. In the ring. In the ring. Tommy only fights in the ring.

Rocky Balboa:My ring's outside.

Rocky Balboa:[after Rocky has been seemingly defeated]Yo, Tommy! I didn't hear no bell..

George W. Duke:[to Rocky]C'mon, punk. Touch me and I'll sue.

[Rocky uppercuts Duke]

Rocky Balboa:Sue me for what?

[Tommy Gunn and George Duke show up outside the bar before the climactic fight scene]

Overweight Drinker:Yo Rock, you need some help?

Rocky:No, guys; ain't no pie eating contest.

Adrian:Rocky! Put on your coat. Just put on your coat. Come on it's not worth it.

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Rocky Balboa:Naw, Adrian it is worth it. He's just confused.

Adrian:Rock, do you see what's happ..

Rocky Balboa:[Interrupting]Yeah I do see he's twisted around by Duke.

Adrian:No, come on it's you, it's you, it's not him. You can't live backwards. Come on, you can't turn back the clock, 'cause we live now, we live here.

Rocky Balboa: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! Adrian did I come back here and get my brains beat out for these guys to say 'Hey there goes Balboa just another bum from the neighborhood!' I didn't want this!

Adrian:No, come on, nobody says that!

Rocky Balboa:I'm sayin' it Adrian! I'm sayin' this! I'm sayin' this! When that kid was in the ring, you know, what was I doin'? I was winnin'. When he was winnin', I was winnin'.

Adrian:You were winning?

Rocky Balboa:Yeah it was, it was like my last chance at getting some respect for us you know that?

Adrian:I respect you, I respect you!

Rocky Balboa:[Interrupting]You can't respect me!

Adrian:I do respect you!

Rocky Balboa:No you can't!

Adrian:I do! 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 wanna pass on, pass it on to your son! For God's sake 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!

Adrian: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 them with heart, not muscle. That's what Mickey knew, that's why Mickey and you were special. But Mickey's dead! If there's something that 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!

George W. Duke:[speaking to Tommy after a press conference, where the media's obsession with Rocky Balboa has disturbed Tommy]As long as they've got Balboa on the brain he'll always be champ. The man fought wars in the ring!

George W. Duke:In the ring, in the ring. Tommy Gunn only fights in the ring.

Rocky Balboa:My ring's outside.

[repeated line]

George W. Duke:Time to put some hustle behind this muscle.

Rocky Balboa:[outside Mickey's abandoned gym]How ya doin', Mick?

Rocky Balboa Jr.:[after Rocky and Rocky Jr. run up the steps, and Rocky Jr. beats Rocky up the steps]Come dad you can do better then that.

Rocky Balboa:Oh no way.. It's like these steps keep growing taller every year, my goodness.

[Rocky looks at the steps]

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Rocky Balboa:I can't believe it kid, this is where it all started for me. Runnin' up and these steps you know..

Rocky Balboa Jr.:[Looks at his watch]Dad we're gonna be late.

Rocky Balboa:Oh right.. Hey kid what's wrong with your ear?

Rocky Balboa Jr.:What's wrong with it?

Rocky Balboa:You got somthin' growing in it like a, like a bump.

Rocky Balboa Jr.:What bump?

Rocky Balboa:This bump.

[Rocky as a trick takes his necklace out from his sons ear, and gives it to him. Rocky Jr. eyes it in awe]

Rocky Balboa Jr.:Thanks dad!

[Hugs Rocky]

Rocky Balboa:Hey you deserve it. Thank you for bein' born. Thank you, thank you.

Rocky Balboa Jr.:[Holds the necklace to his ear as an earing]What do you think, the new me?

Rocky Balboa:Well, um.. You look like the daughter i've always wanted.

Rocky Balboa Jr.:[Fake punches Rocky jokingly]What you talkin' about.

Rocky Balboa:[jokingly]Hey yo kid 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.

Rocky Balboa Jr.:Well your never to old to learn somthin' new. Your gonna love Piccaso.

Rocky Balboa:Yeah, yeah well I love almost everybody.

Paulie:He says he wants to fight. I told him to get married.

Rocky Balboa:Why?

Paulie:That's gym humor, Rocko.

Rocky Balboa:You see, fear is a fighter's best friend. You know, but it ain't nothing 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 burning 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?

Rocky Balboa:Mick used to say the only difference between a hero and a coward is the hero's willing to go for it.

Tommy Gunn:Why don't you become my manager?

Rocky Balboa:Manager? I ain't never been manager! The gentleman who owned this place was a manager! But me I was always the managed.. guy.

Tommy Gunn:[to Rocky when he gets up]I'm not gunna knock you down this time! I'm gunna put you through the street!

Mickey: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.

Rocky Balboa:Nature's smarter than people think.

Mickey: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.

Rocky Balboa:And I'll never leave you.

Mickey: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?

Rocky Balboa:It's okay.

Rocky Balboa Jr.:You remember how you were telling me all about deceptions and to watch out for them?

Rocky:Yeah.

Rocky Balboa Jr.:You're the one that should have watched out.

Rocky Balboa:Listen Tommy, we need to talk.

Tommy Gunn:Later Rock.

Rocky Balboa:No, no. listen Tommy. It's about Duke.

Tommy Gunn:I'm 22 and 0. Where's the money? The way I was going. I wasn't going to get a shot of the title for a long time. I am signing papers with the man tomorrow

Rocky Balboa:This is what Mick told me about. About the business, the dirty part of the business. These managers, when they represent these fighters, they promise them the world, then they, they suck' em dry, leave them, leave them in the gutter, broke Tommy.

Karen:C'mon Tommy. We're running late.

Rocky Balboa:This is what I'm talkin' about? You know Tommy? Duke. Duke, he's, he's like a vampire Tommy. He's living off of your blood Tommy.

Tommy Gunn:[Agravatingly interrupting]I ain't you and you ain't Mick. When are you gonna relize that this is a buissness? In a buisness you need..

Rocky Balboa:[Interrupting]What? Brains? you say that I don't have any brains Tommy?

Tommy Gunn:No. you said that, not me. Look, Rock. You took me as far as you could, but Duke gave my title shot, you didn't. If you still want to train me do it, but if you don't, don't. But it's my or it's the highway.

Tommy Gunn:[Drives off]

Rocky Balboa:I'm officially expired.

George W. Duke:No, you still have marquee value. You put butts in the buckets, asses in the seats.

George W. Duke:[pitching a title bout to Rocky]I'm talking about a fantastic international extravaganza to be held in Japan called 'Letting It Go In Tokyo'!

George W. Duke:It's like your Mark Twain once said - 'Virtue has never been as respectable as money money.'

Paulie:Who's Twain?

Rocky Balboa:He was a painter.

Adrian:He's done! He's done fighting!

George W. Duke:[to Rocky]You a damned fool! Maybe we ought to sign Mrs. Balboa to fight Cane, huh? Looks like she's the only one with the cajones in this family.

Paulie:[about Tommy]He stinks of opportunity, Rock.

Rocky Balboa:I've got to fight, ok. I've got a problem. I've got to fight.

Merlin Sheets:Tommy, you're in his shadow. I don't know if there's any way out.

Tommy Gunn:[to Duke]This is your own man talkin'!

Merlin Sheets:Rock, ya know, George would like you to consider putting on those damn gloves again. It's a helluva pay day.

Rocky Balboa:Well, ya know, I'm officially expired.

George W. Duke:No, you do have marquee value. You put butts in the buckets, asses in the seats. A businessman, with any sorta brain, don't retire when he can still pull in the bread, baby.

George W. Duke:Timing is the essence of life, gentlemen and ladies.

Rocky Balboa:And my kid, having you is like being born all over again.

Rocky Balboa:Well, maybe I'll take you upstairs and violate you like a parking meter.

Adrian:It'll cost you a quarter.

Rocky Balboa:So, when I see you having all these things that I didn't have, I, like, live through your eyes. I enjoy it a little bit. It's like having it all over again.

Rocky Balboa:Come on, you know, Mickey used to say a fight ain't over till you heard the bell.

Rocky Balboa:This neighborhood's coming down with tooth decay.

Rocky Balboa Jr.:It's called urban blight.

Rocky Balboa:'Cause you're smarter than me, and that's a fact.

Rocky Balboa Jr.:No, I'm not.

Rocky Balboa:Yeah, you are. It's like every day you learn something new, and every day I forget something new,

George W. Duke:Now, like your Mark Twain once said, 'Virtue has never been as respectable as money. '

Rocky Balboa Jr.:[Rocky gives his son the Rocky Marciano cufflink necklace that Mick had given him]Thanks Dad!

Rocky Balboa:Thank you for being born!

Paulie:[When he sees George Duke with Tommy Gunn]Your ship is sinkin', Rock.

Rocky Balboa:Hey look.. goin' easy don't mean breakin' _bones_, kid

Tommy Gunn:Man I'm sorry, but wh.. what do you think?

Rocky Balboa:What do I think? I don't think you listen too good. But you, 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.

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