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Rocky III
Rocky III movie poster
Directed by	Sylvester Stallone
Produced by	Robert Chartoff Irwin Winkler
Written by	Sylvester Stallone
Starring	Sylvester Stallone Mr. T Carl Weathers Talia Shire Burt Young Burgess Meredith Tony Burton
Music by	Bill Conti
Cinematography	Bill Butler
Editing by	Mark Warner Don Zimmerman
Studio	United Artists
Distributed by	MGM/UA Entertainment Co. (USA) United International Pictures (Non-USA)
Release date(s)	May 28, 1982
Running time	100 minutes
Country	United States
Language	English
Budget	$12,500,000
Gross revenue	$125,049,125[1] (Domestic Gross)
Preceded by	Rocky II
Followed by	Rocky IV

Rocky III is a 1982 American film that is the third installment in the Rocky film series. It is written and directed by and stars Sylvester Stallone as the title character, with Carl Weathers as former boxing rival Apollo Creed, Burgess Meredith as Rocky's trainer Mickey, and Talia Shire as Rocky's wife, Adrian.

Rocky's opponent is James "Clubber" Lang, played by former bodyguard Mr. T. Lang is a younger and more aggressive boxer than Rocky. He is brash, arrogant, outspoken, and immensely strong. The part made Mr. T an icon, leading to him being one of the first elements outlined for The A-Team television series. The film also features professional wrestler Terry "Hulk Hogan" Bollea as the supporting character "Thunderlips". The role brought Hogan to a widespread audience.

The film's theme song "Eye of the Tiger", was written by the group Survivor at the request of Stallone, and became a smash hit single, topping the US Billboard music charts and received an Academy Award nomination for Best Original Song.

Plot

Rocky III begins with the ending of the 15th round of the rematch between Rocky and Apollo Creed, with Rocky Balboa becoming the new heavyweight champion of the world. This is followed by an opening montage of scenes that explain what happened in the time between Rocky II and Rocky III. In the five years since winning the heavyweight title from Apollo (1976-1981), Rocky has a string of 10 successful title defenses. As his winning streak grows, so does his fame, wealth and celebrity, and soon Rocky is seen everywhere, from magazine covers to TV show guest star appearances. Rocky is also heavily merchandised, sponsoring varied products and services. At the same time, a ferocious new boxer named James "Clubber" Lang (Mr. T) is climbing the ranks, rapidly becoming the number one contender for Rocky's title.

Rocky's brother-in-law Paulie (Burt Young) has grown jealous of Rocky's accomplishments. After a night of heavy drinking, Paulie stumbles into a video arcade, hurls an empty whiskey bottle through a ROCKY pinball machine in a rage and is arrested. Rocky bails him out of jail and, on the way to Rocky's car to ride home, Paulie begins berating Rocky for forgetting him on his climb to the top. Paulie swallows his pride and asks Rocky for a job, which Rocky grants him.

Rocky agrees to a charity match with wrestling champion Thunderlips (Hulk Hogan). While Rocky treats the match as a light-hearted exhibition, Thunderlips seems to be taking it seriously, body-slamming Rocky and throwing him out of the ring. Rocky shouts to Paulie (his new ringman) "Cut my gloves off!" The gloves come off and Rocky fights back, even managing to throw Thunderlips out of the ring himself. Just as the match is about to degenerate into a type of shoot fight, the bell rings and the match is declared a draw. Thunderlips calms down, and it's clear that his aggression earlier was just for show. (Rocky: "Why'd you get so crazy on me out there?" Thunderlips: "That's the name of the game.") A now smiling Thunderlips has his picture taken with Rocky's wife and kid.

Rocky has a statue unveiled in Philadelphia and reveals his plans to retire from boxing. The crowd of Rocky fans disapprove of his decision. Clubber Lang, who is in attendance at the ceremony, publicly challenges Rocky, this time criticizing Rocky’s title defenses as being intentional set-ups against weak, over-matched "bums." Lang also berates the politics of boxing, the reason Lang feels he hasn't been awarded a title shot. Furthermore, he harasses Adrian. Angered by a sexually suggestive remark Lang makes towards Adrian, Rocky agrees to the fight, but Mickey, his trainer, wants no part of it. Returning home, Rocky argues with Mickey; Mickey admits to Rocky that the fighters he defended his title against were good fighters but "hand-picked", only because Rocky received such a bad beating in his win over Creed that Mickey took it upon himself to make sure Rocky remained successful and healthy. He also tells Rocky that Lang is a young, hungry "wrecking machine" and that Rocky has no chance of beating him, as he hasn't retained his edge as a fighter. Rocky manages to convince Mickey to train him regardless, but his Las Vegas-style training camp is filled with distractions and Rocky clearly does not take the challenge seriously (similar to Creed in Rocky). Clubber's relentless training regimen of working out by himself in a derelict building with whatever objects he has and running through city alleys clearly shows that he is taking his preparation for the bout far more seriously.

Lang and Rocky meet at Philadelphia's Spectrum. During a melee before the fight, Mickey is shoved out of the way by Lang and suffers a heart attack. A now distraught Rocky wants to call the fight off, but Mickey angrily urges him on while he stays in the dressing room. By the time of the fight, Rocky is both enraged and severely distracted by his mentor's condition. At ringside, Rocky's old nemesis Apollo Creed is on hand to do commentary. While shaking hands with both fighters, Creed is insulted and rebuffed by Lang and encourages Rocky to win. The fight begins: Rocky starts by pounding Lang with several huge blows, going for an early knockout, but the stronger and better-prepared Lang is unfazed and quickly takes charge, dominating Rocky and knocking him out in the second round. Beaten, Rocky makes his way back to the dressing room and to the dying Mickey. Kneeling at his side, Rocky speaks to his friend, telling him that the fight ended in the second by a knockout, which Mickey misinterprets as a win for Rocky, as he passes away. Following the funeral, Rocky faces a depression mixed with anger and hopelessness.

Stopping by Mickey's closed gym, Rocky is confronted by Apollo Creed, who offers to help train him. Previously, Creed had been insulted to his face by Lang, who mocked Creed as a "has-been" and refused to shake his hand. Apollo makes a pitch to snap Rocky out of his funk and get him back on the winning track. He vows to train Rocky to fight Lang again, the way Apollo thinks he should be fought. He slowly convinces him that he can regain the fire Rocky thrived on in his earlier days, and tells him he must again have the "eye of the tiger", his fighting spirit, mainly by starting from scratch. Apollo takes Rocky to the slums of Los Angeles so that Rocky can get back to basics. The duo also meet up with Creed's old manager, Tony "Duke" Evers, who has enthusiastically agreed to assist Creed in training Rocky. At first, Rocky is too demoralized to put forth his best efforts, which repeatedly frustrates Apollo. However, after admitting to Adrian that he's afraid, that his previous post-Apollo fights were set-ups and that he feels responsible for Mickey's death, she tells Rocky he has no right to feel guilty over Mickey, who was a grown man and made his own choices. She also tells him to fight for himself and no one else. Rocky is then able to pull himself together to train as hard as he can, adding some of Apollo's speed and skill to his own style of fighting. During his training, Rocky forges a deep bond with both Duke and (especially) Apollo, their relationship evolving from former adversaries to close friends.

The rematch is held at Madison Square Garden in New York City. At the start of the fight, Rocky sprints from his corner, fighting with a level of skill and spirit that no one, including Lang, expected. As a result Rocky completely dominates the first round, demonstrating his new-found speed. After the bell, Clubber, who is in a fit of rage over what has just happened, has to be restrained by his trainers. In the second round, Lang gains the upper hand, and Rocky adopts an entirely different strategy that bewilders Apollo; he intentionally takes a beating from Lang, (he gets knocked down at one point but manages to get up before he's counted out) whilst taunting him for being unable to knock him out.

In Round 3, Lang, who is used to winning fights swiftly with knockouts in the early rounds, becomes increasingly angry and quickly exhausts his energy trying to finish Rocky off with repeated knockout blows, most of which miss the newly-agile Rocky entirely. Rocky taunts Lang in order to psyche him out, with taunts such as, "My mother can hit harder than that'", and, "You ain't so bad, you ain't so bad, you ain't nothing". The quick-tempered Clubber is infuriated. He attacks even harder, walking right into Balboa's trap. The tide turns, and Rocky is able to overpower the winded and outfoxed Lang, landing blow after blow and dodging Lang's attempted punches before knocking him out.

Soon afterwards, Rocky and Apollo return to Mickey's gym, with Apollo revealing the price of his training: a third fight with Rocky. However, this time it would only be a sparring match between two new friends, which Rocky accepts.

Soundtrack

Rocky III
Soundtrack by Bill Conti
Released	1982
Length	32:00
Label	EMI Music
Professional reviews
Allmusic link

1. "Eye of the Tiger" (by Survivor) 3:53
2. "Take You Back (Tough Gym)" 1:48
3. "Pushin'" 3:10
4. "Reflections" 3:20
5. "Mickey" 4:42
6. "Take You Back" 3:37
7. "Decision" 2:05
8. "Gonna Fly Now" 2:52
9. "Adrian" 1:42
10. "Conquest" 4:40

• Frank Stallone - vocals (2,3,6)
• Ray Pizzi - sax (3)
• Jerry Hey - trumpet (3)
• Vincent DeRosa - French horn (5)
• Mike Lang - piano (5)
• DeEtta Little, Nelson Pigford - vocals (8)

The version of Eye of the Tiger that appears in the film is actually a demo - the "finished" version is what appears on the soundtrack. Also missing from the soundtrack is the instrumental version of the song played when Rocky is training in Apollo's old gym.

Bronze statue

A bronze statue of Rocky, called "ROCKY", was commissioned by Sylvester Stallone and created by A. Thomas Schomberg in 1981. Three statues were created, and one was placed on the top of the steps of the Philadelphia Museum of Art for the filming of Rocky III. After filming was complete, a furious debate erupted in Philadelphia between the Art Museum and the City's Art Commission over the meaning of "art". Claiming the statue was not "art" but rather a "movie prop" the city considered various alternate locations and settled upon the front of the Wachovia Spectrum in South Philadelphia. It was later returned to the Art Museum where it was used in the filming of Rocky V, as well as Mannequin and Philadelphia. Afterward, it was again moved to the front of the Spectrum. The statue was returned to the museum's steps on September 8, 2006.

In Rocky Balboa, when Rocky told Paulie that he is going to make a comeback, Paulie suggested "you made it because they took down your statue?" which Rocky denied.

The third of the three statues was listed on eBay in early 2005, with a starting bid of US$5,000,000. It was being auctioned to raise funds for the International Institute for Sport and Olympic History. It failed to sell and was listed again for US$3 million; after receiving only one bid, which turned out to be fraudulent, it has been re-listed several times for US$1 million.^[2] The statues weigh 800 pounds each and stand about 8'6" tall.

Reception

Rocky III received mostly positive reviews and is considered by many as one of the best films of 1982.^[3][4] It currently holds a steady 67% "Fresh" rating on Rotten Tomatoes. The film enjoys cult status thanks in part to its cultural introduction of both Hulk Hogan and Mr. T, both whom would go on to become major popular icons of the 1980s.

Rocky III was nominated for the Award of the Japanese Academy for Best Foreign Language Film ^[5] and was nominated Best Motion Picture at the Image Awards.^[6] The film's theme song Eye of the Tiger was nominated Best Original Song at the Academy Awards, the BAFTA Film Awards and the Golden Globes.^[7]

UK & U.S charts for the soundtrack

UK Date: 04/09/1982 - Run: 52-*42*-47-43-50-55-77 (7 wks)

US Date: 10/07/1982 - Run: 72-42-34-30-21-19-*15*-15-15-15-15-33-59-79-100-115-138-158-199 (19 wks)

References in popular culture

The Simpsons episode Brother From the Same Planet features Bart telling himself "Eye of the Tiger, Bart" while he was playing soccer. It is a quick and funny reference to what Rocky says to himself in the film.

The Family Guy episode The Cleveland–Loretta Quagmire features Cleveland Brown and Glenn Quagmire sparring in a boxing ring in a parody of Rocky and Apollo's bout at the end of Rocky III.The Rocky series has been mentioned on Everybody Hates Chris and it is mentioned tha it Chris's favorite movie.

The end of the Chuck episode "Chuck Versus the Pink Slip" has a shout out to Rocky III. Chuck and Casey are circling one another in the castle, wearing boxing gloves and trading banter similar to the dialog between Rocky and Apollo, waiting for Chuck to "flash" on his boxing skills. When he finally does, the two men each throw punches and the screen freezes in a scene nearly identical to the final shot of Rocky III.

In the Scrubs episode My Manhood, J.D. and Turk stage a "Rocky III Freeze-Frame" ending so they could both claim to have won a fight that occurred between the two of them in order to preserve their manhood.

References

External links

• Official Rocky Anthology Site
• Rocky III at the Internet Movie Database
• Rocky III at Allmovie
• Rocky III at Box Office Mojo
• Rocky III at Rotten Tomatoes

From Wikiquote

The following quotes are from the movie Rocky III, starring Sylvester Stallone, Talia Shire, Burt Young, Carl Weathers, Mr. T, and Hulk Hogan. It is the 2nd sequel and third movie in the Rocky series of films, of which there are 6 total. The movie was released to theaters in 1982. It was written and directed by Sylvester Stallone. It is widely considered to be a poor movie by most critics, however the fan base for this film is quite large and very dedicated. There are numerous Rocky related websites dedicated to the character. This film is known in the Rocky series for its great quotes and is considered by many to be the 2nd best of the Rocky movies, with the original Rocky being the best.

It is also known as the movie that spawned frequent use of the slang term "Chump". This word is defined as "one who is easily led; an uneducated person who will believe anything and do almost anything they are told. A dolt."

It is also commonly referred to as a person with complete lack of skill in something, as in... "I played that chump in ping pong and destroyed him because was so bad."

Below are just a sampling of memorable lines from the film.

Quotes

Rocky: Nothing is real if you don't believe in who you are!

[Thunderlips makes his entrance into the arena.]

Mickey: Let's get out of here.

Rocky: Aw c'mon Mick, it's for charity.

Mickey: You're wearing your anatomy out for charity. Nobody else does this much for charity.

Rocky: Bob Hope would.[pause]

Mickey: That's true.

Lang: I'm gonna kill 'em you tell him tell Balboa i'm comin' for him

Lang: Hey, fool! You ready for another beatin'? You should've NEVER came back!"

Interviewer: Do you hate Rocky?

Clubber Lang: No, I don't hate Balboa. I pity the fool.

Apollo Creed: You know Stallion?

Rocky Balboa: What?

Apollo Creed: It's too bad we've got to get old.

Title announcer: We'd like to announce the presence at ringside of a true champion; the Master of Disaster, the Count of Monte Fisto, the one, the only Apollo Creed!

[Creed enters the ring and walks over to Lang]

Clubber Lang: [slaps Creed's hand away] Get out my face! I don't need no has-beens messin' up my corner. And you better get that bad look off your face before I knock it off. What's the matter, Creed? You want some of this? Come on! Come on, Creed!

Apollo Creed: [Creed walks away to speak to Rocky] Give everybody a present and put this chump down.

Interviewer: Clubber, what's your prediction for the fight?

Clubber Lang: My prediction?

Interviewer: Yes your prediction.

Clubber Lang: [Looks into the camera] Pain...

Apollo Creed: Man you thought I was tough? This chump'll kill ya'!!!

Apollo: [in the ring sparring with Rocky] He's hooking! He's hooking! DAMN, ROCK! Come ON!!!! What's the matter with you?!?!"

Rocky: Tomorrow. Let's do it tomorrow.

Apollo: Damn it, Rock, there IS NO TOMORROW! THERE IS NO TOMORROW!

Clubber Lang: [Starting at Rocky before the fight] Dead meat.

[At the statue unveiling, Rocky is considering retirement and the crowd doesn't want him to. Clubber Lang appears in the crowd.]

Clubber: 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.

Mickey: Why don't you just get the hell out of here?

Clubber: Shut up old man! I ain't going nowhere. Hey why don't you tell all these nice folks why you've been ducking me? Politics man! This country wants to keep me down. Keep everybody weak. They don't want a man like me to have the title because of a puppet like that fool up there.

Rocky: You know you've got a big mouth. You know?

Clubber: Why don't come down and close it Balboa? Come on!

Rocky: Anytime.

Mickey: [To Rocky] This guy's crazy. Don't listen to him.

Clubber: The little man don't want to come to me, then I'll come to you people and lay out the truth. I am ranked number one. ONE! That means I'm the best. But this bum's been taking the easy matches. Fighting other bums. I'm telling you and everybody here. I'll fight him anywhere, anytime for nothing. [Crowd murmurs] But you people ain't never going to see that happen, because he's going to retire. You see, he don't fight no real men. He fights them setups!

Rocky: What?

Mickey: You're a disgrace to this sport!

Clubber: SHUT UP OLD MAN! You and that chump don't know what I had to come from! Balboa, your family doing real nice ain't it? You call yourself a fighter? Prove it now. Give me that same chance. That way you've been ducking me is a disgrace. If he ain't no coward, why don't he fight me then?

Rocky: I can't listen to anymore of this. Hey anytime you want to--

Mickey: I don't care what you're ranked, you don't get no shot and I mean it!

Clubber: I'm glad you people are seeing this...

Rocky: [To Mickey] What are you doing? I want to fight this guy.

Mickey: Well you got him. But you'll fight him without me.

Rocky: What are you saying?

Mickey: It's finished. Yes, I'm finished. I don't want no more of this. I don't want no more of it, you understand? None of it! It's over with! [leaves through the crowd.]

Clubber: ...Judge me by my fight record. [to Adrian] Hey, woman! Hey, woman! Listen here. Since you're ol' man here ain't got no heart, maybe you'd like to see a real man. Yeah, I bet you stay up all night dreamin' about a real man, don't ya? Well I tell you what. Why don't you bring your pretty little self over to my apartment tonight, and I'll show you a real man.

Rocky: YOU WANT A FIGHT YOU GOTTA FIGHT!

[After the statue unveiling, Rocky finds Mickey packing his suitcase]

Rocky: Why did you leave? Why did you walk away like that?

Mickey: Life's too short kid.

Rocky: Where are you going?

Mickey: I'm going on a permanent vacation.

Rocky: What are you talking about? We got one more fight.

Mickey: No, no. Not we, you.

Rocky: Why are you doing this? [Mickey doesn't answer, Rocky slams the suitcase shut] I said why are you doing this?

Mickey: Because, you can't win Rock! This guy will kill you to death inside of three rounds.

Rocky: You're crazy.

Mickey: What else is new?

Rocky: He's just another fighter.

Mickey: No he ain't just another fighter. This guy's a wrecking machine and he's hungry. Hell you ain't been hungry since you won that belt!

Rocky: Oh, what are you talking about? I've had ten title defenses.

Mickey: That was easy!

Rocky: What do you mean easy?

Mickey: They was hand picked!

Rocky: Setups?

Mickey: No they weren't setups. They was good fighters but they wasn't killers like this guy. He'll knock you into tomorrow Rock.

Rocky: Jeez Mick, why did you do it?

Mickey: Because the beating that you got from Apollo should have killed you, kid. It didn't. It was my job to keep you winning and to keep you healthy.

Rocky: You really don't think I got nothing left, do you?

Mickey: Well Rock lets... Well let's put it this way. Three years ago you were supernatural. You was hard and nasty. You had this cast iron jaw. But then the worst thing happened to you that could happen to any fighter. You got civilized. 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.

Rocky: I can't retire knowing all this Mick.

Mickey: Don't push it.

Rocky: You've been carrying me.

Mickey: We don't need it.

Rocky: You've been carrying me though.

Mickey: I haven't been carrying you, I've been protecting you.

Rocky: Look, I want this fight. Just one more.

Mickey: We don't need it.

Rocky: I'll live in the gym.

Mickey: We don't need it.

Rocky: Mick, I do. I'm asking you to train me one last time.

Mickey: No I can't

Rocky: If you don't, I'm gonna tell everybody you ain't bought a new pair of underwear in ten years.

Mickey: You would wouldn't you?

Rocky: Yeah absolutely.

Mickey: No.

Rocky: Come on. One more time then it's over. Deal? Come on come on.

Mickey: It's your head kid. It's your head.

Rocky: Yeah it is. Thanks Mick.

[After losing the title to Clubber Lang, Rocky sees a dying Mickey.]

Rocky: Mick?

Mickey: [gasping for air] What? W-w-w-w. Is it over?

Rocky: Yeah, yeah it's all over.

Mickey: Hey, what happened?

Rocky: It was a knockout.

Mickey: What round? What round?

Rocky: Second round.

Mickey: [thinking Rocky had won] I knew it. That's good. We did it, huh?

Rocky: We did it. We did it. You don't have to worry about nothing no more. Everything's going to be okay Mick.

Mickey: Yeah we did it.

Rocky: You gotta get to the hospital, Mick. You're not as young as you used to be.

Mickey: You're the winner. We did everything right. I did everything right.

Rocky: No no, listen to me. You done everything right. Listen we got more to do. Mick, whatever you want to do, we'll do it okay?

Mickey: I love you kid. I love you. [gasping harder] It hurts me. [stops breathing]

Rocky: Mick?........MICK?!! [crying] M...Mick? It isn't...Speak to me! [breaks down]

[Rocky walks into Mickey's gym which is now closed down. He punches the speed bag.]

Apollo: That's not the way to do it?

Rocky: Who's that?

Apollo: Why don't you hit it straight? Step into it.

Rocky: Apollo?

Apollo: Right. I waited at your house for about an hour. Your wife said you might be here.

Rocky: What are you doing here?

Apollo: Business.

Rocky: If the papers knew we were talking like this, they'd think we was crazy. Why you?

Apollo: Because I'm the best and you need somebody to teach you different.

Rocky: Why?

Apollo: To be honest, I don't think you could pull it off without me.

Rocky: You still didn't give me the answer Apollo. What's the real reason?

Apollo: Listen, it's quiet isn't it? When you retire it's too quiet. I mean we're way too young to retire anyway. Besides, with the right touch, I could promote this thing into the biggest gate of all time. It'll be bigger than ours. Heaven knows I don't mind being involved with large numbers. Right?

Rocky: I don't need this no more, I don't want this no more.

Apollo: Look man, when you beat me, I hurt all over and I didn't want to know from nothing or nobody, not even my kids. Hell, every fighter knows that hurt and we get sick inside trying to live with it. So don't back off now and make it right for yourself or you'll be sorry you didn't. We held the greatest title in the whole world babe. You lost that fight Rock for all the wrong reasons. You lost your edge. All right, I know your manager dying had you all messed up inside. But the truth is you didn't look hungry. Now when we fought, you had the eye of the tiger, man, the edge. And now you got to get back and the way to get it back is to go back to the beginning. You know what I mean? Maybe we can win it back together. Eye of the tiger man.

Rocky: Why did you have to come here?

Apollo: I have the plan. Get it back man.

Rocky: You got me curious.

Apollo: You got me curious Rock.

[During Rocky's training, he's is haunted by visions of the first fight with Clubber Lang and doesn't even try in his training causing Apollo to give up on him. Adrian confronts him on the beach.]

Adrian: Can I talk to you? I want to ask you something important and I want you to tell me the truth.

Rocky: What?

Adrian: Why did you come here?

Rocky: I just don't want it no more.

Adrian: If it's over because you want it to be over, I'm glad.

Rocky: I do.

Adrian: It's just, you've never quit anything since I've known you.

Rocky: I don't know what you want me to say. I mean, what happened? How did everything that was so good get so bad?

Adrian: What's so bad? Tell me, what?

Rocky: I wrecked everything by not thinking for myself. I mean, why couldn't Mickey tell me where I was really at right from the start? He didn't have to carry me and lie to me and make me think I was better than I really was when I wasn't.

Adrian: He never lied.

Rocky: Those fights weren't right. They weren't, Adrian. I never fought anybody who was in their prime. There was always some angle to hold on to the title longer than I should have had it. I mean do you understand what I'm saying here?

Adrian: I understand, but you've got to understand that he loved you and that was his job-protecting you!

Rocky: Look, but that protecting don't help nothing. It only makes things worse. You wake up after a few years thinking you're a winner, but you're not. You're really a loser. So we wouldn't have had the title as long. So what? At least it would've been real Adrian.

Adrian: It was real!

Rocky: Nothing is real if you don't believe in who you are! I don't believe in myself no more don't you understand? When a fighter don't believe, that's it! He's finished, it's over, that's it.

Adrian: THAT'S NOT IT!!

Rocky: That is it!

Adrian: Why don't you tell me the truth?!

Rocky: What are you putting me through Adrian?! You wanna know the truth? The truth is I don't want to lose what I've got. In the beginning I didn't care about what happened to me. I'd go in the ring, I'd get busted up, I didn't care! But now there's you, there's the kid. I don't want to lose what I've got!

Adrian: What do we have that can't be replaced? What?1 A house, we got cars, we got money! We got everything but the truth. WHAT'S THE TRUTH DAMMIT?!

Rocky: I'M AFRAID!!! ALL RIGHT?! YOU WANT TO HEAR ME SAY IT? You want to break me down? All right, I'm afraid. For the first time in my life, I'm afraid.

Adrian: I'm afraid too. There's nothing wrong with being afraid.

Rocky: There is. For me, there is.

Adrian: Why? You're human aren't you?

Rocky: Look, I don't know what I am. All I know is I'm a liar, and because of that Mickey ain't here no more.

Adrian: You didn't push him into anything! He was a grown man and he did what he had to do! And you have no right to feel guilty for what happened. You don't! You were a champion, and you did what you were expected to do, and you did what I and everybody else thought you should do. And you wanna tell me that those fights weren't real, that you were carried? Well I don't believe it! But it doesn't matter what I believe because you're the one that's got to carry that fear around inside you, afraid that everybody's going to take things away and afraid that you're going to be remembered as a coward, that you're not a man anymore. Well, none of it's true. But it doesn't matter if I tell you. It doesn't matter, because you're the one that's gotta settle it. Get rid of it! Because when all the smoke has cleared and everyone's through chanting your name, it's just going to be us. And you can't live like this. We can't live like this. Cause it's going to bother you for the rest of your life. Look what it's doing to you now. Apollo thinks you can do it, so do I. But you gotta want to do it for the right reasons. Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you. Just you. Just you alone.

Rocky: And if I lose?

Adrian: Then you lose. But at least you lose with no excuses, no fear. And I know you can live with that.

Rocky: How did you get so tough?

Adrian: I live with a fighter.

Rocky: I really love you. I love you. [they hug]

[last lines, Rocky and Apollo are walking into the ring at Mickey's gym after the rematch.]

Apollo: Come on, come on. We made a deal.

Rocky: I know but this is extremely crazy.

Apollo: Yeah, it's mentally irregular, right? But it makes all the sense in the world. Now you owe me a favor.

Rocky: I know but whend did you think of this?

Apollo: About three years ago.

Rocky: This is very crazy Apollo.

Apollo: Look Stallion, when you won that last fight, you won by one second. You beat me by one second. That's very hard for a man of my intelligence to handle.

Rocky: But didn't you say after I beat, you learned how to live with it?

Apollo: I lied.

Rocky: Oh you lied! So now you just gotta prove it to yourself right?

Apollo: Just myself. No TV, no newspapers, just you and me.

Rocky: Nothing, just you and me. Age before beauty?

Apollo: Anything you say, Stallion.

Rocky: I do all the work. Okay. I'll tell you, Apollo, you'd better go slow cause you ain't as young as springtime no more.

Apollo: I'm still young enough to whip your butt Stallion.

Rocky: Oh yeah? How are you going to do that? You taught me everything you know.

Apollo: Almost everything. You got to remember now, you fight great, but I'm a great fighter. You ready?

Rocky: Absolutely.

Apollo: You know Stallion? It's too bad we gotta get old huh?

Rocky: Just keep punching Apollo. Wanna ring the bell?

Apollo: All right. Ding, ding. [they start circling] Come on Stallion. Come on. Come on.

Rocky: Boy, you really move good for an older guy.

Apollo: You're looking good, Stallion. I taught you well.

Rocky: I think you taught me too good. You can fly.

Apollo: Look out now. No no you don't want any of this. Come on. Come on.

Rocky: Maybe I'm in here with the wrong guy.

Apollo: Watch yourself. You ready? [They both throw hooks at each other]

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Rocky III