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Rocky (1976) movie script

by Sylvester Stallone.
Final draft, 1/7/76.

More info about this movie on IMDb.com
INT. BLUE DOOR FIGHT CLUB - NIGHT

SUPERIMPOSE OVER ACTION... "NOVEMBER 12, 1975 - PHILADELPHIA"

... The club itself resembles a large unemptied trash-can.
The boxing ring is extra small to insure constant battle.
The lights overhead have barely enough wattage to see who is
fighting.

In the ring are two heavyweights, one white the other black.
The white fighter is ROCKY BALBOA.  He is thirty years old.
His face is scarred and thick around the nose... His black
hair shines and hangs in his eyes.  Rocky fights in a
plodding, machine-like style.  The BLACK FIGHTER dances and
bangs combinations into Rocky's face with great accuracy.
But the punches do not even cause Rocky to blink... He grins
at his opponent and keeps grinding ahead.

The people at ringside sit on folding chairs and clamor for
blood... They lean out of their seats and heckle the fighters.
In the thick smoke they resemble spectres.  Everyone is
hustling bets... The action is even heavier in the balcony.
A housewife yells for somebody to cover a two dollar bet.

The BELL RINGS and the fighters return to their corner...
Somebody heaves a beer can into the ring.

The Black Fighter spits something red in a bucket and sneers
across the ring at Rocky.

			BLACK FIGHTER
		(to cornerman)
	... I'm gonna bust his head
	wide open!

In Rocky's corner he is being assisted by a shriveled,
balding CORNERMAN, who is an employee of the club... He
works on Rocky without any enthusiasm.

			CORNERMAN
		(lackluster)
	... Ya waltzin' -- Give the
	suckers some action.

			ROCKY
	Hey --

			CORNERMAN
		(overriding)
	Ya movin' like a bum -- Want
	some advice --

			ROCKY
	... Just gimme the water.


									2.


A FIGHT FAN rushes up to Rocky... He is sixty-five, with
yellow teeth and wearing sunglasses.

			FAN
	Should I bet the fight don't
	go the distance -- Ya feel
	strong?

			ROCKY
	Absolutely.

			CORNERMAN
	... Ya want some good advice?

			ROCKY
	... I just want the mouthpiece.

The BELL RINGS... Rocky makes the sign of the cross.  The
fighters engage in battle.  The other fighter grabs Rocky in
a clinch and purposely butts him... The butt opens a bleeding
cut on the corner of Rocky's eye.

Rocky becomes furious over the foul and drives a flurry into
the man's body... Rocky slams the man on the jaw and the
fighter is out for the night.  The fans throw rubbish into
the ring.  Rocky ignores it.

The fans loudly go about collecting bets.  The referee does
not bother to even count the fighter out and drags him under
the ropes where he is placed on a stretcher.  Two new
fighters enter the ring.  Rocky slips on a tattered robe.
Embroidered clumsily on the back is, "The Italian Stallion."

			ANNOUNCER
	Winner, Rocky Balboa -- Next a
	six rounder between local
	lightweights.

Without pomp Rocky climbs out of the ring and bums a
cigarette from a spectator... The fighter on the stretcher
passes behind him.  He watches for a moment and continues up
the aisle... Before he even reaches the rear of the club the
BELL RINGS and the next fight has already begun... Rocky
fades into the darkness of the rear of the club.

THE TITLE CREDITS END:

INT. DRESSING ROOM - NIGHT

Rocky has nearly completed dressing and reaches into his
locker for his hat... Also in the dingy room are ten other
fighters... Two taped fighters talk shop in the corner.


									3.


			FIGHTER #1
	... Tomorrow me an' my woman
	are gonna tip on down to
	Atlantic City, man.

			FIGHTER #2
	... It's cold, Bro'.

			FIGHTER #1
	... That's right, I got the
	city to myself...

Another paces nervously... Two other fighters shadowbox and
spit nervously on the floor.

A young pug combs his hair and listens to a portable RADIO
that is BLASTING MUSIC.

The fighter that Rocky has just defeated is drinking a beer
and joking with three other fighters... Some of the fighters
are smoking.  The room is cloudy.

A short man of fifty enters.  He is dressed in a sweater
buttoned over a t-shirt.

			PROMOTER
	...Balboa!?

Rocky raises his head.  The promoter steps over.

			PROMOTER
		(continuing)
	... Twenty bucks for the
	locker an' cornerman -- Two
	bucks for the towel an'
	shower, seven for tax -- The
	house owes ya, sixty-one
	dollars.

The man peels off the money and departs... Rocky closes his
locker, nods to the defeated fighter, and leaves.

INT. TROLLEY - NIGHT

Rocky is on the trolley heading to South Philly... The
trolley is empty except for a thin old black WOMAN... The
black Woman studies Rocky's bruised face... Rocky becomes
self-conscious.

			ROCKY
		(almost apologetic)
	I'm a fighter.


									4.


			WOMAN
		(tired)
	... Yo' iz an accident.

EXT. STREET - NIGHT

Rocky exits the trolley and walks down the block... He waves
at a pair of high-heeled hookers and they wave back.

Rocky passes a sleeping wino curled in front of a dirty
bookstore.  Rocky drags the man into a protective passageway.

Further down the street, Rocky pauses in front of the
"ANIMAL TOWN PET SHOP"... He peers into the dark store and
sees a sad, huge dog sitting in the window.  He mumbles to
the dog and continues to the corner.

EXT. ROCKY'S APARTMENT - NIGHT

A short while later, Rocky approaches his apartment located
in the most deprived section of South Philly.  He kicks away
the litter that has gathered against the apartment steps and
enters.

INT. ROCKY'S HALLWAY - NIGHT

The narrow hallway is painted olive brown.  A single light
bulb illuminates the gloomy corridor.

INT. ROCKY'S APARTMENT - NIGHT

Rocky enters.  The one-room apartment is drab, with a
curling boxing poster of Rocky Marciano tacked on the wall...
Nailed against the far wall is a mattress.  The mattress is
used as a punching bag.  Stuffing spills out of the center.

Rocky drops his coat on the floor.  He puts on a pair of
glasses.  He crosses to a small turtle bowl... He lifts the
creatures.

			ROCKY
	...Look who's home.

Rocky starts to boil a pan of water on his hot plate, then
places an old 45 RPM record on a battered phonograph.  The
record is a tune, "ALL IN THE GAME."

... As the CRACKLING MUSIC BEGINS, Rocky picks up his
hairbrush.  Using it like a microphone, he mimes to the
record.  He assumes the posture of a famous singer crooning
to thousands of adoring fans... He then switches into a
bullish fighting stance and throws several punches.

The water boils.  Rocky soaks his badly-swollen hands.


									5.


EXT. SUNRISE OF PHILADELPHIA SKYLINE - DAWN

We SEE the jagged skyline, highlighted by the towering
figure of William Penn that rises above the dawn haze as it
sits majestically above City Hall...

EXT. DOCKS - EARLY MORNING

Rocky is walking along the waterfront... He has a bandaid
over one eye.  He looks at the rugged stevedores going about
their business... He stuffs his hands in his cheap wool
jacket and approaches a ship being unloaded.

Rocky passes two thick Mafia types leaning against a parked
car.  These men look like blood drinkers.

			MAFIA #1
	Yo, Rock -- How's your Boss?

			ROCKY
	Real good.

			MAFIA #2
	Fightin' again?

			ROCKY
	Yeah, here an' there.

			MAFIA #1
	Mebbe we make sum money
	togather soon... Give ya boss
	my best.

Rocky shrugs and moves away... He nears a heavy man working
the crane.  The heavy man looks frightened... He stops the
crane and hurries into the ship's hole.  Rocky dashes up the
gangplank.

INT. SHIP - DAY

The man enters the ship's hole and runs past tons of stacked
crates and coffee beans.

Rocky sprints after him... He lunges and flings the man by
the neck against the wall of stacked cargo.

			FATS
		(terror-filled)
	Don't hit the face!  Not the
	face!!

			ROCKY
	Mr. Gazzo wants the two
	hundred now!


									6.


			FATS
	Honest to God I'm broke --
	Gimme a break.

			ROCKY
	Mr. Gazzo says I should get
	two hundred or break the thumb.

			FATS
	Please, I need my hands to
	work -- Christ, don't bust my
	thumbs.

At wits' end the man picks up a large metal hook used by
stevedores.  Rocky remains cool.

			ROCKY
	Goin' fishin'?

The man drops the hook.

			ROCKY
	What's ya name again?

			FATS
	Bob.

			ROCKY
	Look, Bob, if ya wanna dance,
	ya gotta pay the band -- If ya
	borrow, ya gotta pay the man...
	Me, I ain't emotionally
	involved.

Rocky's determined expression strikes home.  The fat man
quickly fumbles through his pockets and hands over a small
wad of bills.

			ROCKY
		(continuing; counting)
	A hundred an' thirty.

			FATS
	That's it, I'm broke.

			ROCKY
	That's it? -- Completely?

			FATS
	That's it.

			ROCKY
	What about for food an' stuff?


									7.


			FATS
	You have my food in ya hand.

Rocky looks almost sympathetically into the fat man's
flushed expression.

			ROCKY
	... The juice is climbin'
	every week.

			FATS
	I know the juice is climbin' --
	I been workin' six months just
	to pay the damn interest.

			ROCKY
	Ya still light seventy.

			FATS
	Waits! -- Be smart.  Ya don't
	have to break nothin' -- Here,
	take my coat, it's worth
	fifty-sixty dollars.  It's
	yours.

The man quickly removes his coat and extends it...

			FATS
		(continuing)
	See, ya a smart guy, Gazzo's
	don't have to know nuthin'.
	I'll go tape up the hand like
	ya broke my thumb.  Gazzo
	won't be wise to nothin' -- Be
	a smart guy, keep the coat,
	we'll fake like ya broke the
	hand.

The man extends his coat again... Rocky suddenly grabs the
man's thumb and bends him to his knees.

			FATS
		(almost a whisper)
	No - no - no - Please -
	Please - Please don't...

Rocky releases the man who remains almost in shock.  The
thumb is fine.

			ROCKY
	...That's what coulda happened.
		(walks off.)


									8.


EXT. STREET - DAY

Later that morning Rocky passes "Animal Town Pet Shop" in
South Philly... The shop is not very prosperous looking.  In
the window hangs a sign reading "Today's special -- Mixed
Kittens -- $1.50"... Rocky stops at this shop every morning.
He stares at a litter of Lhasa Apsa puppies.  He taps the
window and whistles.  He SEES a girl behind the counter and
presses his face against the window and does his impression
of the Hunchback of Notre Dame.  The girl nervously looks
away.

The girl behind the counter is ADRIAN KLEIN.  She is not
very attractive, but pleasant-looking.  Thirty years old.
Brown hair pulled back.  Light skinned.  She wears glasses.

Rocky really stops by to flirt with Adrian, but she is so
painfully shy nothing ever gets started... Rocky enters.

INT. PET SHOP - DAY

			ADRIAN
	... Could you take the puppy
	out --

			CUSTOMER
	It can breathe.

			ADRIAN
	Please -

			CUSTOMER
	Please, nothin' - I paid for
	this dog and can do whatever I
	want with it - I can throw it
	through the window if I want -
	Now give me my two dollars
	back before I do throw it
	through the window.

Rocky walks over to her, stares hard in her face and snatches
the bag out of her hand.  He removes the puppy and hands it
to Adrian.

			CUSTOMER
	Get away from me - Give me that!

Rocky takes a couple dollars out of his pocket and hands it
to the lady... She nervously exits.

			ROCKY
	... How's the turtle food this
	week?


									9.


			ADRIAN
	... Fine.

			ROCKY
	Me, I'm kinda aggravated.

			ADRIAN
	... I'm sorry.

			ROCKY
	Ain't your fault - Here's the
	problem.

Adrian nods... Though charmed, she is slightly intimidated.

			ROCKY
	The last food I got here had
	more moths than flies -- An'
	the moths get caught in my
	turtle's throat -- That makes
	them cough --

The OWNER, a squat woman of forty, steps out of the back and
waves at Rocky.

			ROCKY
		(continuing)
	Yo, Gloria -- I was talkin'
	about the turtle food -- Like
	I was sayin', the moths get
	caught in the turtle's throat
	an' makes 'em cough...
		(coughs)
	A little cough an' I gotta
	smack 'em on the shell -- An'
	whatta think they get?

Adrian shrugs.

			ROCKY
		(continuing)
	I smack 'em hard on the shell
	an' they get... What?

			ADRIAN
	... I don't know.

			ROCKY
	Shell-shocked!

Both the Owner and Adrian smile.


								10.


			OWNER
	Startin' with the bad jokes
	early today, huh.

			ROCKY
	Inventin' jokes ain't easy.

Rocky steps over to a large cage at the rear of the shop...
Inside is a huge dog.

			ROCKY
		(continuing)
	How's Butkus this mornin'?

			OWNER
	Ain't had time to check 'em.

Rocky opens the cage and the large dog jumps out and looks
very happy.

			ROCKY
	Yo, Butkus -- Dead.  Play dead.

The dog plays dead.

			ROCKY
	...What kinda dog is this again?

			OWNER
	Bullmastiff.

			ROCKY
	The owner was suppose to pick
	him up three weeks ago.

			OWNER
	We're not responsible for
	animals left over thirty
	days - We board it ain't a
	animal shelter, Y'know.
	...Adrian, I want you to clean
	all those cat cages downstairs,
	they're a mess.
		(Adrian nods.)


Rocky waves goodbye to Adrian and exits the shop.

EXT. LEHIGH ST. TRAIN TRESTLE - DAY

Gazzo picks up Rocky.


								11.


INT. GAZZO'S CAR - MOVING - DAY

MR. GAZZO and his YOUNG BODY GUARD sit in the front seat...
Rocky is in the back seat.

			ROCKY
	He only had a hundred an'
	thirty. -- I think he's good
	for the rest next week, Mr.
	Gazzo.

			GAZZO
		(patiently)
	Sure, Rocky, Bob's good for
	it...

Gazzo hands Rocky a twenty.

			GAZZO
	Tomorrow collect from Del
	Rio -- He's late three weeks.
	How'd you do last night?

			ROCKY
	... Fine.

Gazzo's Bodyguard looks at Rocky's bruised face in the
mirror and smiles.

			BODYGUARD
	Did ya get the license number?

			ROCKY
	Of wa?

			BODYGUARD
	... Of the truck that run over
	your face.

Gazzo steps out of the car and beckons to Rocky.

			GAZZO
	Yo Rock.  Did I give you a job
	this mornin?  How come ya
	didn't break this guy's thumb
	like I asked ya?  When ya
	don't do what ya are told, it
	makes me look bad, kid.

			ROCKY
	I figure if I break the thumb
	this guy gets thrown outta his
	job and can't pay nothin no
	more.


								12.


			GAZZO
	It don't matter.  It's my
	reputation.  These guys think
	they can get off light.  It's
	bad for my reputation -- It's
	bad for business.  See ya
	killer.

Gazzo gets into his car.

			GAZZO
		(to Bodyguard)
	... The Rock's a good kid.

			BODYGUARD
		(emotionless)
	... A meatbag.

They pull away.

EXT. GYM - DAY

Gazzo drives off and Rocky strolls across the street to
Goldmill's Gym.  On the way he passes several familiar
people and exchanges waves... Out front is a young Irishman
who runs a soft pretzel stand... His name is RUDY.  It is
apparent from his face he was a prize fighter... He is blind
and mentally defective.

			RUDY
	...See the fight last night?

			RUDY
	Nah, I was fightin' myself.

			RUDY
	Apollo Creed beat the bum to
	pieces.

EXT./INT. GYM - DAY

Mickey's Gym is surrounded by bars and a couple of greasy
spoons.  Out front a crowd of young Blacks talk and jive
among themselves.  Two winos lean against the entrance.

Rocky enters the gym... The place is nearly full.  The
MEASURED BEAT of SKIP ROPES and THROBBING SPEED BAGS makes
the room come alive, like it was a mindless piece of
machinery.  Over the loudspeaker MUSIC by the Isley Brothers
BLARES out... The music adds a background to the CLANG of
the AUTOMATIC TIMERS, SNORTING SPARRING PARTNERS and the
THUDDING of HEAVY BAGS.


								13.


The room is divided -- Fifty percent Black -- thirty-five
percent Latin -- ten percent white -- five percent other.

As Rocky walks through the gym many of the FIGHTERS pause to
wave and yell greetings.

			FIGHTER #1
	Hey, hear ya knocked Spider
	Rice out in the sixth?

			ROCKY
	The third -- Shoulda seen it.

Rocky passes another FIGHTER punching the heavy bag.

			FIGHTER #2
		(removes glove)
	Hey, Rock, touch my hand.

			ROCKY
	How come?

			FIGHTER #2
	C'mon, it's important.

Rocky touches the Fighter's bare hand.

			FIGHTER #2
		(continuing)
	Can ya tell I just whacked-off?

Rocky smiles and moves away.

INT. DRESSING ROOM - DAY

The dressing room is lined with dented lockers.  Wooden
benches stretch across the room.  On the wall is a sign that
reads, "NO KISSING."

Rocky goes to his locker.  He tries to open it but fails.
He leans his ear against the lock and rolls the tumblers.
Still it does not open.  He shakes the lock forcefully, no
luck... Rocky is flustered and sits on a bench to ponder the
situation.

After a moment of deep thought, Rocky stands, seizes the
bench and smashes open the lock.  Opening the door Rocky is
taken aback when he sees a set of very flashy clothes.

			ROCKY
		(mumbling)
	... These ain't my clothes.


								14.


He sees a picture of several black girls taped on the inside
of the door.

			ROCKY
		(continuing)
	... These ain't my pictures.

A short powerful man of thirty-five enters.  His hair looks
like it has been shaped with hedge clippers.  His name is
MIKE.

			ROCKY
	Yo, Mike -- What's happenin'
	here?

			MIKE
	It ain't your locker no more.

			ROCKY
	Whatta ya talkin' about it
	ain't my locker no more?

			MIKE
	Listen, I'm with you -- But ya
	gotta talk to Mickey -- I put
	ya stuff in the bag over there.

Rocky looks at his belongings crammed in a wilted shopping
bag and follows Mike across the room... Mike leans his head
into the shower room.  Two Latin fighters are lathering up.

			FIGHTER
	...Hey, Peanut, gimme some
	soap, Man.

			MIKE
		(irate)
	Hey, Nobody -- Yeah, you,
	Nobody -- You don't call me
	Peanut.

			FIGHTER
	Peanut, gimme some soap.

The fighters laugh.  Inflamed, Mike removes a bar of soap
from his pocket and hurls it at the insulting fighter.  It
hits just above the man's head.  The fighters are shocked
into silence.

Mike turns and exits with Rocky... The fighters curse them
loudly in Spanish.


								15.


INT. GYM - DAY

Rocky and Mike move past fighters going through their
training routines.

			ROCKY
	You were ready to bite that
	guy's face.

			MIKE
	Yeah -- See the fight last
	night?  Apollo Creed beat that
	English guy bad.

			ROCKY
	Creed's great.

Mike fakes a friendly punch at Rocky and hurries off to
another chore...

INT. GYM - DAY

The Owner, MICKEY, sits on a stool near the entrance.  He
wears a baggy suit... He is in his late seventies.

Rocky approaches... Mickey is conversing with another fighter.

			MICKEY
	I don't care what nobody says,
	this bum Creed woulda never
	made it in the Thirties --

			ROCKY
	Hey, how ya feelin', Mickey?

			MICKEY
		(monotoned)
	... What?

			ROCKY
	I said, how ya feelin'?

			MICKEY
		(dryly)
	Do you see me talkin'?  Huh?

			ROCKY
		(low)
	Yeah.


								16.


			MICKEY
		(spitting)
	Then stand there an' wait till
	I'm done -- Creed's good,
	yeah, he's real fine but I
	gotta boy, y'know Big Dipper,
	who's got the stuff it takes
	to be a champ -- He's mean,
	quick, an' big -- What more
	d'ya need?  Okay, go to work...
		(to Rocky)
	Hey -- Yeah -- Whatta ya want?

			ROCKY
	I was talkin' with ya man,
	Mike. -- Hey, how come I been
	put outta my locker?

			MICKEY
	Dipper needed it.

Rocky turns and looks at DIPPER sparring... Dipper is a
young, muscular heavyweight with a mean expression.

			MICKEY
		(continuing)
	Dipper's a climber -- You're a
	tomato.

			ROCKY
	... Tomato?

			MICKEY
	Facts is facts.  I run a
	business here -- I'm cleanin'
	house --

Mickey pauses to watch a young middleweight time-skip as his
trainer sings "FASCINATIN' RHYTHM."

			MICKEY
		(continuing)
	How old are ya?

			ROCKY
	...What?

			MICKEY
	How old?

			ROCKY
	Come July, twenty-five.


								17.


			MICKEY
	More like thirty.

			ROCKY
	Twenty-five, thirty -- What's
	the difference? -- It took me
	two months to learn the
	combination of that locker.

			MICKEY
	The legs must be goin'.

			ROCKY
	Yeah, they're goin', -- that's
	nature... That was my locker
	for six years.

			MICKEY
	... Did ya fight last night?

			ROCKY
	Yeah --

			MICKEY
	Did ya win?

			ROCKY
	Yeah, Kayo.

			MICKEY
	... Who'd ya fight?

			ROCKY
	Spider Rice.

			MICKEY
	Rice is a bum.

			ROCKY
	You think everybody I fight is
	a bum.

			MICKEY
	Ain't they?

Mickey shoots Rocky a quick, indifferent look and removes a
rosary from his pocket and idly rolls it around his fingers.


								18.


			MICKEY
		(continuing)
	Ya want the truth -- Ya got
	heart, but ya fight like an
	ape -- The only thing special
	about you is ya never got ya
	nose broke -- keep ya nose
	pretty -- what's left of ya
	brain an' retire.

			ROCKY
	Listen, I'm gonna take a
	steam -- Did good last night --
	Shoulda seen it.

			MICKEY
	Hey, ever think about retirin'?

			ROCKY
	...No.

			MICKEY
	Think about it.

			ROCKY
	Yeah, sure.

Shrugging, Rocky moves away.

			ROCKY
		(continuing)
	...I think I'm gonna take a
	steam -- Shoulda seen me
	fight -- Did good, y'know.

Mickey leans over to Mike who approaches with a mop and pail.

			MICKEY
		(gesturing
		towards Rocky)
	Known him since he was
	fifteen -- A waste of life.

Dejected, Rocky travels to the locker room.  He passes Big
Dipper sparring in a ring... Dipper spits a mouthful of
water in a bucket and looks smugly at Rocky.

			DIPPER
		(to Rocky)
	... I dig yo' locker, Man.

			TRAINER
	Time, Dipper.


								19.


Dipper smiles cruelly and begins sparring... Scene FADES on
Rocky's crestfallen expression.  He moves off.

EXT. PET SHOP - DUSK

At sunset Rocky comes down the street and pauses at the pet
shop... He is eating Colonel Sanders' fried chicken out of a
bag... He taps on the window with a chicken bone.

INT. PET SHOP - DUSK

Inside Adrian is arranging pet toys on the counter... She
hears the tapping, sees Rocky, and tenses.  Rocky enters.

			ROCKY
	... Wow -- cold!  Good night
	to catch pneumonia.

Adrian smiles slightly and moves behind the counter.  Rocky
fumbles idly among the pet toys.

			ROCKY
		(continuing)
	Ah -- I came in here for
	somethin'... Oh, yeah, would
	ya like somebody to walk ya
	home?

The girl wants to say yes but a tremendous inferiority
complex will not permit it... Rocky understands.

			ROCKY
		(continuing)
	Hey, how's my buddy doin'?
		(looks into
		Butkus' cage)
	-- Nice dog -- Well, I'll see
	ya later.

			ADRIAN
	... Goodnight, Rocky.

Rocky exits.  Adrian watches his departure with mixed
emotions.

EXT. ANDY'S BAR - NIGHT

A short while later Rocky arrives at Andy's Bar... He throws
the Colonel Sanders bag and bones in a large public litter
can.  The trash can has a bicentennial picture of George
Washington pointing at a pile of garbage.  The caption
reads, "There was no litter at Valley Forge!"


								20.


INT. ANDY'S BAR - NIGHT

Rocky enters the bar.  He sits the Drunk in a booth...
Several drinkers wave at him.  OLD ANDY sets a mug of beer
in front of him... Rocky seems to be looking for someone.

			ROCKY
	Catch pneumonia out there --
	Seen Paulie?

Andy casually nods towards the men's room.

Rocky traverses the room and passes TWO DRUNKS leaning on
the bar.

INT. ANDY'S RESTROOM - NIGHT

Rocky enters the restroom... It is a vile stench hole with
years of the remnants of many sick drunks caked on the wall.

PAULIE is presently trying to comb his hair in the only
remaining piece of mirror in the room... Paulie is in his
early thirties.  He is medium height.  Brown hair.  Square
shouldered.  He has a foul personality... A classic
misanthrope.

			ROCKY
	Yo, Paulie.

			PAULIE
		(very drunk)
	Yo, Rocky -- Look at this
	mirror.  I'd like to kill the
	friggin' moron who broke this
	mirror.

			ROCKY
	Yo, Paulie.

			PAULIE
	What?

			ROCKY
	Your sister's givin' me the
	shoulder.

			PAULIE
	Forget her.  You could do
	better than my sister.

			ROCKY
	Every mornin', every night I
	pass by -- I smile.
			(MORE)


								21.


			ROCKY (CONT'D)
	I say jokes.  Nothin'.  She
	looks at me.

			PAULIE
		(annoyed)
	Looks, huh?

			ROCKY
	Yeah, like I was a plate of
	leftovers -- Somethin' wrong
	with my face -- Whatta I need,
	a Caddy to connect with ya
	sister?

			PAULIE
	My sister's a friggin' loser.

			ROCKY
	Hey --

			PAULIE
	Sometimes she gets me so
	crazy, I'd like to split her
	head with a razor.

			ROCKY
	Don't get mental, man.

			PAULIE
	Ya caught me in a bad mood.

			ROCKY
	Ya always in a bad mood --

			PAULIE
	... Adrian ain't sharp.

The restroom stench is overwhelming... Rocky covers his nose
with the neckline of his t-shirt.

			PAULIE
		(continuing)
	She's a loser -- She don't
	enjoy life -- She reads --
	Brainy -- Pushin' thirty
	friggin' years old!  She's
	gonna die alone if she don't
	wise up.

			ROCKY
	I'm thirty myself.


								22.


			PAULIE
	An' you're dyin' alone, too.

			ROCKY
	I don't see no crowd around
	you, neither.

			PAULIE
		(pointing at
		the wall)
	I wanna kill the friggin'
	moron who broke the mirror.

			ROCKY
	Let's get outta this stink.

INT. ANDY'S BAR - NIGHT

The restroom door opens.  Rocky guides Paulie out.  Though
stumbling, Paulie talks as he walks.

			PAULIE
	The girl's dryin' up!  She's
	gotta live a little before her
	body dries up!!  You're a pal,
	Rock -- How 'bout yo' talk to
	her?  Y'know, it's Thanksgivin'
	tomorrow.

			ROCKY
	... Sure.

			PAULIE
	Tomorrow you come for some
	bird, right?

			ROCKY
	Absolutely...

Paulie smiles and Rocky guides him to a booth... Rocky steps
to the bar.  Andy leans over to him.

			ANDY
	That was alotta crap to go
	through for a dinner invite.

Rocky shakes his head no and raises his eyes towards a
suspended television... the nightly sports broadcast is on.
The SPORTS COMMENTATOR is at the airport and about to
interview the heavyweight champion of the world, APOLLO
CREED.  Creed is twenty-eight years old.  He is a tall,
smooth-muscled Black with barely a scar on his light coffee-
colored face...


								23.


He is followed by an entourage of mixed trainers and
cornermen.  Also tagging alone is a small group of hangers-on.

The Commentator interviews Creed as he and his followers
disembark a private jet.

			COMMENTATOR
	How was the flight, Champ?

			APOLLO
	Very high an' very fast.

Apollo's crowd smiles almost automatically at everything he
says.

			COMMENTATOR
	Apollo, how would you rate
	this last British challenger,
	Henry Wilcoxson?

			APOLLO
	He was big, an' very nasty so
	I destroyed him in a hurry --
	Now I'm gettin' ready for Mac
	Lee Green next month.

			COMMENTATOR
	You're referring to the much
	publicized bicentennial fight?

			APOLLO
	That's right -- It's gonna be
	the greatest sportin' event in
	this country's history -- A
	gala occurrence!

			COMMENTATOR
	Still to be held in
	Philadelphia?

			APOLLO
	The Bicentennial Heavyweight
	Championship of the World is
	gonna be held in the only
	place it can be held --
	Philadelphia! -- the nation's
	cradle -- January First -- the
	first major event of our two
	hundredth year.

			COMMENTATOR
	Where're you off to now?

Apollo draws his wife close.


								24.


			APOLLO
	Me an' my wife are goin' home
	'cause we miss our children
	an' can't go no more time
	without seein' them.

			COMMENTATOR
	Any quick advice for young
	boxing hopefuls?

			APOLLO
		(looks straight
		into the camera)
	... Stay in school an' use
	your brains, dig -- Be a
	lawyer, be a doctor, carry a
	leather briefcase an' forget
	about sports!!  Sports can
	only make ya grunt an' smell --
	Be a thinker not a stinker!!

Apollo's entourage laughs and they move on... The Commentator
faces the camera.

			COMMENTATOR
	Jerry Simpson at Kennedy
	Airport with the Champion,
	Apollo Creed.

The sports show cuts away, but Rocky continues to look at
the television with a pensive stare... Andy has been speaking
the following dialogue over Apollo's broadcast.

			ANDY
	Nobody cares what's happenin'
	in the world of sports
	nomore -- Downhill.  Baseball,
	downhill -- Basketball,
	downhill.  Football's goin',
	too.  Bank on it.  Baseball
	use to be America's best
	sport... Sure -- Nuttin' like
	squattin' through a great
	double header, but now
	baseball's all business.

The news report with Apollo ends.  Andy drinks.

			ANDY
		(continuing)
	Where are the real fighters?
	The pros.  Today we jig clowns.


								25.


			ROCKY
	Clown.

			ANDY
	Yeah.

			ROCKY
	He took his best shot an'
	became champ -- What shot did
	you ever take?

			ANDY
	Yo, Rock, you ain't happy with
	yourself?  Fine.  But me, I
	gotta business here -- I don't
	need to take no shot.

Becoming despondent, Rocky rises and crosses to Paulie
slumped unconscious in the booth.

Rocky exits the bar... Andy turns to his customers.

			ANDY
		(continuing; boldly)
	Take a shot, he says! -- Sure,
	I'll take a shot!

Laughing, Andy pours himself a shot.

EXT. ATOMIC HOAGIE SHOP - NIGHT

Rocky passes an all-night sandwich shop... In the window
hangs the sign "ATOMIC HOAGIE SHOP, INC." Out front are
several YOUNG MEN and WOMEN.  They are much too young to be
out so late... A boy with a badly-chipped tooth beckons to
Rocky.

			CHIPPED TOOTH
		(aggressively)
	Yo, Rocks, buy us sum wine, man.

			ROCKY
	... No wine -- Bad for ya'
	brain.

			CHIPPED TOOTH
	C'mon, man, it's cold, man.

			ROCKY
	No wine.

			CHIPPED TOOTH
	Yo, Rock, gimme a dollar.


								26.


			ROCKY
	Why?

			CHIPPED TOOTH
		(sarcastically)
	'Cause we dig ya, man -- Gimme
	a dollar.

			ROCKY
	No dollar.

			CHIPPED TOOTH
	Hey, give Rocky a dime.

			YOUNG MAN #2
	... How come?

			CHIPPED TOOTH
	So he can call all his friends.

			ROCKY
		(mildly embarrassed)
	... That's an old one.

			CHIPPED TOOTH
	Buy us some Thunderbird, man.

Rocky ignores the statement and faces a very young girl who
is smoking and leaning whore-like against the wall.

			ROCKY
	Is that Marie? -- Marie, ya
	brother know you're hangin'
	out so late?

The girl, MARIE, assumes an indifferent attitude, attempting
to impress her friends.

			MARIE
	... Screw you.

			ROCKY
		(awed)
	What'd you say?

			MARIE
	... Screw you, yoyo.

The gang laughs.  Angered and shocked, Rocky grabs her arm.

			ROCKY
	Did these guys teach you to
	talk dirty?  Huh?


								27.


			MARIE
	Hey --

			ROCKY
	What?

			MARIE
	Stuff it, man!

			ROCKY
		(shakes her)
	Don't you never say that --
		(to the gang)
	-- You guys talk like that in
	front of a little girl -- You
	guys are scum.

			CHIPPED TOOTH
	This is our place, dig!

The gang reluctantly backs up a step.

			ROCKY
	Don't ya never come round this
	girl -- Go home.

			YOUNG MAN #2
	This is our corner, man!  You
	go, chump!

Rocky moves forward and they scatter... They quickly move off.

			CHIPPED TOOTH
		(backpedaling)
	We'll kill you, man -- We
	gotta gun.

			ROCKY
	Pull heat on me? -- I'll dent
	ya face!

Rocky leads the girl away.

EXT. STREET - NIGHT

Rocky is walking the young girl home... They are presently
cutting through a dark public school yard.  They pass
through the beams of light cast off by weak flood lights
located at the top of the school building.  The atmosphere
is somewhat eerie.


								28.


			ROCKY
	How come ya wanna hang out
	with those guys?  They teach
	ya bad things.

			MARIE
	I like 'em.  If you don't you
	can f--

			ROCKY
	Hey!  When I was your age,
	there was only one girl who
	talked like that in the whole
	neighborhood.

			MARIE
		(bored)
	... Yeah.

She attempts to light a cigarette... Rocky nonchalantly
tosses it to the ground.

			ROCKY
	Make your teeth yella --

			MARIE
	I like yella teeth.

			ROCKY
	Makes your breath like garbage.

			MARIE
	Maybe I like garbage.

Rocky and Marie take a shortcut through a dark school yard.

			ROCKY
	Nobody likes garbage --
	Anyway, this girl with the
	dirty mouth wasn't bad lookin',
	but the guys wouldn't take her
	out for any serious datin'.

			MARIE
	Why?

			ROCKY
	'Cause that's the way guys
	are -- They laugh when ya talk
	dirty.  They think ya cute for
	a while, but then ya getta
	reputation an' watch out.
			(MORE)


								29.


			ROCKY (CONT'D)
	Nobody's ever gonna take ya
	serious.  Ya get no respect...
	I gotta use a bad word --
	Whore.  You'll end up maybe
	becomin' a whore.

			MARIE
	C'mon, Rocky.  I'm twelve.

			ROCKY
	That doesn't matter -- You
	don't really have to be a
	whore, just act like one an'
	that's it.

			MARIE
	What?

			ROCKY
	Yo, a bad reputation -- Twenty
	years from now people will say
	'D'you remember Marie?' 'No,
	who was she?' 'She was that
	little whore who hung out at
	the Atomic Hoagie Shop.' 'Oh,
	now I remember!'... See, they
	don't remember you, they
	remember the rep.

Rocky and Marie exit the dark school yard... Standing in the
shadows of the building are three young muggers.  The light
from their cigarettes flares red in their faces.

The muggers pace Rocky across the street and follow them
down the block... Rocky sees them and stops and faces the
three.  The muggers pause and study Rocky from a distance of
twenty yards.  Rocky gives a loud boxer's snort, wipes his
nose with the side of his thumb and rolls his shoulders...
The muggers are intimidated and slowly peel off the meander
away.

Rocky turns to Marie who has been standing behind him.

			ROCKY
		(points down
		the block)
	... That's your house, ain't it?

Marie nods.

			ROCKY
		(continuing)
	Listen, I hope ya don't --


								30.


			MARIE
	I won't.

			ROCKY
	What was I gonna say?

			MARIE
	Ya hope I don't keep acting
	like a whore or I'll turn into
	one, right?

			ROCKY
	Ya, somethin' like that.

They exchange smiles and Marie moves away.  Rocky has made
an impact on her life.

			MARIE
	Goodnight, Rocky.

			ROCKY
	'Night, Marie.

She takes a few more steps and pauses again.

			MARIE
	... Fuck you, Creepo!!!

The girl runs to her house as Rocky looks on in dismay.

			ROCKY
		(walks off)
	... Yeah, who're you to give
	advice, Creepo.

INT. JERGENS' OFFICE - DAY

APOLLO CREED and his LAWYER and TRAINER are seated in the
offices of MILES JERGENS.  Jergens, a successful promoter
looks unhappy as he looks into the scowling face of Apollo
Creed.

			LAWYER
	Are the doctor's reports
	confirmed?

			JERGENS
	Definitely --
		(reading)
	-- It says here, Mac Lee Green
	has suffered a seriously
	cracked third metacarpal in
	his left hand.


								31.


			APOLLO
	Damn.

			JERGENS
	I suppose we could cancel the
	fight indefinitely if you are
	set on fighting Green.

			TRAINER
	It ain't just Green, what
	about the time Apollo's
	invested --

			JERGENS
	I believe we can find a
	solution.

			APOLLO
	Solution, nothin' -- What
	about the Bicentennial fight.

			LAWYER
	Jergens, don't play games with
	my client!  Apollo has already
	done nearly a million dollars
	worth of publicity --

			TRAINER
	Ten million's worth!

			LAWYER
	-- And has made contractual
	obligations with over twenty
	different organizations -- He
	doesn't want to be embarrassed.

			APOLLO
	You best find me another
	ranked contender an' I mean in
	a flash, man!

			JERGENS
		(holding up
		some notes)
	I contacted Ernie Roman's
	manager, he's fighting in
	France the same week.

			APOLLO
	Then gimme Buddy Shaw -- He's
	ranked fifth.


								32.


			JERGENS
	Shaw's fighting in South
	America -- Why not postpone
	the bout until July Fourth?

			LAWYER
	Hell with Fourth of July, man!
	Ten thousand things'll be
	goin' down on the Fourth of
	July! -- Apollo wants to be
	first!

			JERGENS
	That may not be possible, Jimmy.

			TRAINER
	This man here is the Star,
	dig -- Don't cause him to
	breathe heavy -- Now what
	'bout that sucker, Billy Dukes?

			JERGENS
	Went to California and gained
	fifty pounds -- and I called
	every worthwhile contender,
	but they say five weeks isn't
	enough time to get in shape.

Apollo stands beneath a new fight poster and points to it.

			APOLLO
	Shape, nothin' -- They're
	afraid.  They know everybody
	in the world's gonna see this
	fight an' none of them gotta
	prayer of beating me so
	they're makin' excuses so they
	don't have to be the chump
	that's gonna be whipped in
	front of the whole civilized
	world!!

			JERGENS
	Apollo, I'm sure there's a way
	to salvage this.

			TRAINER
	Nobody wants to be dissected
	on the country's birthday.


								33.


			JERGENS
	All I can counter with is that
	I'm a goddamn good promoter --
	I've promoted in every country
	in the world -- and I've tried
	to the best of my abilities.
	Perhaps you're right, and no
	one wants to be beat on the
	country's birthday... I don't
	know what else to say --

			APOLLO
	I do -- Maybe what this fight
	needs is something new -- a
	novelty.

			TRAINER
	You's the novelty, Champ!

			APOLLO
	Give my main man a raise!!

Everyone laughs.

			APOLLO
		(continuing)
	Now here's what's goin' down.
	Listen, 'cause I'm gonna say
	this but one time.  On January
	first, the first day of the
	Bicentennial I'm gonna fight
	me a local poor underdog, dig?
	A snow-white underdog.  An'
	I'm gonna put his face on this
	poster with me, hear?  An'
	I'll tell you why, 'cause I'm
	sentimental -- An' all the
	people in the country all
	sentimental, man, an' they'd
	like nothin' better than me,
	Apollo Creed, to let some
	unknown get a shot at the
	greatest title in the world on
	this country's biggest birthday.
	Now that's the way I see it
	an' that's the way I want it!!

			JERGENS
	... It's very American.

			APOLLO
	No, man, it's very smart.


								34.


EXT. STREET - DAY

Late that afternoon Mr. Gazzo's white 1970 Cadillac pulls up
to Rocky's apartment... Rocky is in the back seat with the
loan shark.  Gazzo's bodyguard is driving.

Gazzo flips through a small black notepad.

			ROCKY
	Next Wednesday I grab a grand
	from Snyder.  An' Thursday two
	yards from Cappoli, okay?

			GAZZO
	No, two yards from Snyder, an'
	a grand from Cappoli.

			ROCKY
	Ya sure?

			GAZZO
	Hey, screw ya brain on right.
	Now, who's this girl you're
	going out with tonight?

			ROCKY
	How'd you know?

			GAZZO
		(smiles)
	You think I don't hear things?

			ROCKY
	Paulie's sister.

			BODYGUARD
		(abrasively)
	Hear she's retarded.

			ROCKY
		(dryly)
	She ain't retarded, she's shy.

			BODYGUARD
	Take 'er to the zoo -- Retards
	like the zoo.

			ROCKY
	Does that bum have to say that?

The Bodyguard reddens... Gazzo motions to his Bodyguard to
relax.


								35.


			GAZZO
	Buddy's in a bad mood --
	prostate problems.

			ROCKY
	He's always in a bad mood.
		(laughs)
	Count ya blessin's.  Ya a
	healthy person -- ya legs
	work -- ya hands work --

The Bodyguard has been looking at Rocky with murderous eyes.

			BODYGUARD
	I don't like ya face.

			ROCKY
	Don't like yours neither.

			BODYGUARD
	Kiss my ass.

			ROCKY
	Move your shoulders down.

Mr. Gazzo is amused.  He steps out of the car, followed by
Rocky.

			GAZZO
		(smiles)
	Buddy's got a thing against
	ya, Rock.  Some people just
	hate for no reason, y'know.

			ROCKY
	Yeah.

			GAZZO
	Here's fifty bucks -- You an'
	the girl have a nice time.

			ROCKY
	Thanks, Mr. Gazzo.

Rocky enters his apartment and Gazzo drives off.

INT. JERGENS' OFFICE - DAY

The SCENE REVERTS BACK TO Miles Jergens' office.  Apollo
pores over a large record book.

			APOLLO
	How 'bout this Billy Snow?


								36.


			JERGENS
	Fouls.

			APOLLO
	How 'bout this Big Chuck Smith?

			TRAINER
	Too old, dull fighter.
		(points at a name)
	Bobby Judge is a good boy.

			APOLLO
	... I don't feel heat from the
	name.

			JERGENS
	Joe Zack is a good prospect --
	Exciting boy.

			APOLLO
	... Still don't feel no heat.

			JERGENS
		(sighs)
	Exactly what are you looking
	for, Apollo?

			APOLLO
	... This man.

Everybody leans forward.

			APOLLO
		(continuing;
		much amused)
	'The Italian Stallion' -- He's
	my man.

			JERGENS
	Rocky Balboa -- His record's
	poor --

			APOLLO
	Don't matter -- That name.
	'The Italian Stallion,' it's
	right on.
		(laughs)
	Who discovered America?  An
	Italian, right?  So, man, what
	could be better than to get it
	on with one of his ancestors --

			TRAINER
	He won't last one round.


								37.


			APOLLO
	Listen, I gonna carry this boy
	three rounds, then drop 'im
	like a bad habit.

			TRAINER
	I don't like you messin' with
	southpaws -- They do everything
	wrong.

			APOLLO
	Southpaw, nuthin' -- I'll drop
	'im in three -- 'Apollo Creed
	meets the Italian Stallion.'
	Shhiii -- Sounds like a damn
	monster movie!!

Everyone laughs.

					FADE OUT.

FADE IN:

EXT. STREET - DUSK

Rocky and Paulie walk towards his house... Even though it is
cold and dark, a group of kids conduct an energetic game of
half-ball. (Half-ball is a variation of stick-ball.)

			ROCKY
		(mimes throwing)
	I usta be deadly at half-ball.

			PAULIE
	I hate the friggin' game...
	I'd like to talk some business.

			ROCKY
	What kinda business?

			PAULIE
	Look at my hands -- See how
	the joints are swollen.

Paulie extends his thick hands and tries to make a fist.

			PAULIE
		(continuing)
	Inflamed joints -- Walkin' in
	an' out of a freezer carryin'
	meat plays hell on the joints.

			ROCKY
	Maybe ya should see a doctor.


								38.


			PAULIE
	I don't need a doctor, I need
	a different job.

			ROCKY
	Maybe another job is the best
	thing.

			PAULIE
	Do me a favor -- Talk to Gazzo.
	Tell him I'm a friend an'
	would do a good job... Tell
	him I ain't bothered by
	nothin' an' would be a great
	collector... Bustin' bones
	don't bother me -- Tell him
	I'm a good worker.

			ROCKY
	Gazzo's gotta come to you.

			PAULIE
	I'm askin' ya to go to him --
	As a favor.

			ROCKY
	Gazzo's gotta come to you --
	Hey, Paulie, it's a bad job --
	Do what you do now.

EXT. ATOMIC HOAGIE SHOP - DUSK

They continue past the Atomic Hoagie Shoppe, Inc... A group
of young men pitch quarters on the sidewalk out front.

Rocky pauses... He sees Marie, the little girl from the
night before, hanging around with the guys.  She sees Rocky.

Marie takes a deep drag on her cigarette and faces the
opposite direction... The gang smiles and continues to pitch
quarters.

Anger and disappointment register across Rocky's face.

			PAULIE
	You know her?

Rocky shrugs and the two men move off... Filling the night
air is the METALLIC SOUND of pitching QUARTERS.

EXT. PAULIE'S APARTMENT - NIGHT

The men arrive at Paulie's home.  It is at the top of a
dimly-lit four story walk-up.


								39.


			ROCKY
	Ya sister knows I'm comin'?

			PAULIE
	Yeah, sure -- She's very
	excited.

INT. PAULIE'S APARTMENT - NIGHT

Paulie unlocks the apartment door and enters... Rocky
stiffly follows.  Paulie's sister steps out of the kitchen.
A large serving spoon is in her hand... The TV is on.

She stops short and eyes Rocky... She is visibly unsettled
by Rocky's unexpected presence.

			ADRIAN
		(weakly)
	Paulie, you're late.

She looks at Rocky again.

			PAULIE
	Did you call the hospital?
		(to Rocky)
	If I'm ten minutes late, she
	calls the hospital.

Adrian enters the bedroom and slams the door... Paulie
follows.  An argument ensues and Rocky overhears.

OVER the argument is HEARD a SPORTS BROADCAST rising from
the TELEVISION.

			COMMENTATOR (V.O.)
	... Unfortunate luck for
	fifth-ranked heavyweight, Mac
	Lee Green.  The slugging
	fighter acquired a serious
	fracture in his left hand
	after an aggressive day of
	sparring -- Champion Apollo
	Creed says he'll be 'shopping
	for another victim,' to fill
	Green's vacancy for the
	Bicentennial Championship
	Fight to be held in Philly
	next month... By the way,
	rumor has it that this will be
	the most widely-viewed sporting
	event in the entire world --
	and that includes the Super
	Bowl, folks... Today U.S.
	swimmers set a new...


								40.


Meanwhile, the argument between brother and sister continues
in the bedroom.

			ADRIAN
	... Paulie, why didn't you
	tell me you were bringing him
	home?!  Look at me, I'm not
	ready for this.

			PAULIE
	Like it would make a difference
	if you were, right?  This
	guy's a friend and now he's
	takin' ya out.

			ADRIAN
	No... I can't!

			PAULIE
	Ya, ya goin' outta the bedroom
	an' I don't wanna know from
	nothin'.

			ADRIAN
	Paulie, please --

			PAULIE
	Hey, I want ya out
	instamaticly. -- I'm sicka
	lookin' at ya hangin' around
	like a friggin' spider -- Go
	out -- Live!  Do, enjoy life.

			ADRIAN
	... Like you?

			PAULIE
	Don't get wise with me.  I
	want ya to stop bein' a loser.

			ADRIAN
	I can't go out.

			PAULIE
	Why?

			ADRIAN
	Paulie, it's Thanksgiving.
	I've gotta turkey in the oven.

Paulie turns and leaves the bedroom... He enters the kitchen.
Grabbing a large fork, he opens the oven and spears the
turkey... With the turkey suspended on the end of the fork,
Paulie heaves the dripping bird out the window.


								41.


Adrian has seen this and is shattered.  She runs back into
the bedroom and locks the door.

			PAULIE
	!! Ya want the bird, go out in
	the alley an' eat the bird --
	I want ya outta the house --
	Enjoy ya friggin' life... Ya
	hungry, Rock?

			ROCKY
	Maybe ya better forget it.

			PAULIE
	Forget nothin' -- Here, talk
	to my sister, tell 'er
	somethin' nice.

Rocky walks over to Adrian's bedroom door and begins speaking
to the enclosed girl.

			ROCKY
	... Yo, Adrian, it's me,
	Rocky... Ah, ah -- Ah, it's
	kinda hard for me to think of
	somethin' to say, y'know --
	'Cause I never talked to a
	door before, I mean whatta ya
	say to a door.

Rocky turns away and begins to walk off.

			ROCKY
		(continuing)
	... Maybe I better forget it.

			PAULIE
	Try again, c'mon, try again.

Rocky goes over to the door and begins speaking again.

			ROCKY
	Ah, Adrian, I know ya ain't
	too happy at this moment, but
	would ya do me a favor -- I
	ain't got nobody to spend
	Thanksgivin' with -- How 'bout
	you an' me goin' out -- Get
	somethin' to eat, maybe laugh
	a little, who knows... Would
	ya like, I dunno, go out
	together?

Adrian opens the door... She already has her winter coat on.


								42.


			ROCKY
		(continuing)
	We'll have a good time.

Paulie opens the front door and gives Rocky an encouraging
smile...

			ROCKY
		(continuing)
	What's ya sister like to do?

			PAULIE
	Ice skate.

			ROCKY
	I didn't want no turkey anyway.

			ADRIAN
	It's Thanksgiving.

			ROCKY
	To you, to me it's Thursday.

INT. ICE SKATING RINK - NIGHT

Rocky and Adrian enter a deserted skating rink.

			ROCKY
	Looks quiet, y'know.

			ADRIAN
	I think it's closed.

			ROCKY
	I think mebbe we're early or
	somethin' --

From across the rink a CLEANING MAN yells at them.

			CLEANER
	Hey, whatta ya doin' here --
	we're closed... Yo, we're
	closed!

			ROCKY
		(yells back)
	Are ya closed to the General
	Public or to just everybody.


								43.


			CLEANER
		(starts to walk over)
	Hey, the rink is empty 'cause
	we're closed -- ya ain't
	allowed in here so do me a
	favor an' not stay here.

			ROCKY
	Wait here, gotta smooth this
	guy out.

			ADRIAN
		(softly)
	We could go somewhere else
	an' --

Rocky approaches the Cleaner.

			CLEANER
	Yo, pal, what's with you --
	The place ain't operatin'.

			ROCKY
	Listen, I gotta problem.  This
	girl ain't feelin' well,
	y'know -- The doctor says she
	should exercise, y'know once
	in awhile an' ice skatin' is
	the best thing --

			CLEANER
	This a con?

			ROCKY
	Look at her, ya can see she
	ain't feelin' good -- needs a
	few minutes exercise --

			CLEANER
	Few minutes?

			ROCKY
	... Ten minutes.

			CLEANER
	Ten minutes for ten dollars.

			ROCKY
	... Yeah, give 'er the Blades.

INT. ICE SKATING RINK - NIGHT

Adrian has on skates.  Rocky follows her onto the ice.  He
wears street shoes.


								44.


			ADRIAN
	... Aren't you skating?

			ROCKY
	Ain't skated since I was
	fifteen -- That's when I
	started fightin' -- gotta
	watch the ankles.  Yeah,
	fightin' use to be tops with
	me, but no more.  All I wanted
	to prove was I weren't no
	bum -- That I had the stuff to
	make a good pro.

			ADRIAN
	And you never got the chance?

The Cleaner yells from the sideline.

			CLEANER
	Nine minutes!

			ROCKY
	Hey, I ain't cryin'... I still
	fight.  Kinda do it like a
	hobby.  See I'm a natural
	southpaw an' most pugs won't
	fight a southpaw 'cause we
	mess up their timin' an' look
	awkward -- Southpaw means
	lefthanded... But I guess in
	the long run things probably
	worked out for the best, right?

			ADRIAN
	But you never had a chance to
	prove yourself.

			ROCKY
	Absolutely.

			CLEANER
	Eight minutes!

Adrian slips and Rocky breaks her fall.

			ROCKY
	I just dislocated my finger.

			ADRIAN
	Ohh!

			CLEANER
	Seven minutes!


								45.


			ROCKY
	It ain't your fault -- I
	originally done it in the Baby
	Crenshaw fight.
		(opens his wallet)
	That's me fightin' Big Baby
	Crenshaw -- Big Baby was the
	size of an airplane an' I
	broke my hands on his head --
	I lost, but it's a nice
	picture, don't ya think?

			CLEANER
	Six!

			ROCKY
	How 'bout some Cokes?

			CLEANER
	Cost ya a buck.

			ROCKY
	This guy is beautiful -- get
	the Cokes.

Adrian does a slight turn and Rocky has to speed up and
nearly falls.

			ROCKY
		(continuing)
	See, I ain't graceful,
	y'know -- I don't move good --
	Stink as a dancer too -- But I
	can really swat, I hit hard,		real hard, but I'm a southpaw
	an' nobody wants to fight a
	southpaw! -- Havin' a good time?

Adrian nods and is very nervous... The Cleaner moves
carefully across the ice.

			ROCKY
		(continuing)
	Y'know how I got started in
	the fight racket?

			ADRIAN
	By accident?

			CLEANER
	Here -- Three minutes.


								46.


			ROCKY
	Yeah -- My ol' man who was
	never the sharpest told me --
	I weren't born with much brain
	so I better use my body.

For the first time, Adrian laughs.

			ROCKY
		(continuing)
	What's funny?

			ADRIAN
	My mother told me just the
	opposite.  She said, 'You
	weren't born with much of a
	body so you'd better develop
	your brain.'

			CLEANER
	Time!

The Cleaner walks over as Rocky and Adrian get off the ice.

			CLEANER
		(continuing)
	That's ten bucks.

			ROCKY
	I must be goin' deaf 'cause I
	thought ya said, 'ten cents.'

Rocky hands him a dime.

			CLEANER
		(weakly)
	... How 'bout for the Cokes?

			ROCKY
	Charge it.

Rocky and Adrian start to leave.  Rocky pauses at the door
and fishes into his pocket and hands over eleven dollars.

			ROCKY
		(continuing)
	Had ya goin', didn't I, huh?

He grins and leaves.


								47.


EXT. STREET - NIGHT

			ROCKY
	Some people are very shy by
	nature.

			ADRIAN
	... I suppose.

			ROCKY
	I would say you're very shy bu
	nature.

			ADRIAN
	... I suppose.

			ROCKY
	Some people think bein' shy is
	a disease, but it don't bother
	me.

			ADRIAN
	It doesn't bother me either.

			ROCKY
	Then why did I bother bringin'
	it up?  'Cause I'm dumb,
	that's why... Y'know, I think
	we make a real sharp coupla
	coconuts -- I'm dumb an'
	you're shy.

			ADRIAN
	... It is just hard for me to
	understand why anybody wants
	to be a fighter.

			ROCKY
	Ya gotta be a little soft to
	wanna be a pug... It's a
	racket where ya' almost
	guaranteed to end up a bum.

			ADRIAN
	I don't think you're a bum.

			ROCKY
	... I'm at least half a bum.
	Yeah, fightin' is a crazy
	racket.  The roughest part is
	the mornin' after.

			ADRIAN
	Morning after?


								48.


			ROCKY
	After a rough fight, ya'
	nothin' but a large wound.
	Sometimes I feel like callin'
	a taxi to drive me from my bed
	to the bathroom... Ya' eyes
	hurt, ya' ears hurt, ya' hair
	even hurts... But the thing
	I'm proud of is I been in over
	sixty fights an' never had a
	busted nose -- Bent an'
	twisted an' bitten but never
	broke... That's rare.

			ADRIAN
	Why do you do it if it hurts
	so bad?

			ROCKY
	... Guess.

			ADRIAN
		(pause)
	'Cause you can't sing or dance?

Rocky smiles.

INT. ROCKY'S APARTMENT - NIGHT

Rocky and Adrian enter his one-room apartment... She is
nervous and taken aback by the bleakness of the room...
Rocky goes to the icebox.

			ROCKY
	Would ya like a glass of water?

			ADRIAN
	... No thanks.

Adrian looks at the mirror above Rocky's dresser.  She sees
a high school photo of Rocky.  He once was handsome and
smooth-faced... Rocky steps up behind her and his face is
reflected in the mirror.

He turns on his cheap RECORD PLAYER... He reaches into the
turtle bowl.

			ROCKY
	Here's the guys I was tellin'
	ya about -- This is Cuff an'
	Link.

			ADRIAN
	I sold them to you.


								49.


			ROCKY
		(very embarrassed)
	... Oh, yeah, I bought the
	whole kit -- Yeah, ya sold me
	the turtles, the bowl, an' the
	mountain -- I had to get rid
	of the mountain 'cause they
	kept fallin' off.

			ADRIAN
	Do you have a phone?

			ROCKY
	I had it pulled.  People
	callin' all the time.  Who
	needs it -- Who'd you wanna
	call?

			ADRIAN
	I wanna let my brother know
	where I am.

			ROCKY
	D'you really wanna call?

			ADRIAN
	Yes, I do.

			ROCKY
	You sure?

			ADRIAN
	Yes.

			ROCKY
	Why?

			ADRIAN
	I think he might be worried.

			ROCKY
	I'll call your brother.

Rocky flings open the window and bellows like a foghorn.

			ROCKY
		(continuing)
	!!Yo, Paulie -- Ya sister's
	with me!  I'll call ya later.

Rocky closes the window and faces the woman... She is not
smiling.  She looks frightened.


								50.


			ROCKY
		(continuing)
	What's the matter?  Ya don't
	like the room?

			ADRIAN
	It's fine.

			ROCKY
	It's only temporary.

			ADRIAN
	It's not that --

			ROCKY
	What's the problem?  You don't
	like me -- Don't like the
	turtles -- What is it?

			ADRIAN
	I don't think I belong here.

			ROCKY
	It's okay.

			ADRIAN
	No, I don't belong here.

			ROCKY
	It's all right -- You're my
	guest.

			ADRIAN
	... I've never been in a man's
	apartment before.

			ROCKY
		(gesturing)
	They're all the same.

			ADRIAN
	I'm not sure I know you well
	enough -- I don't think I'm
	comfortable.

			ROCKY
	Yo, I'm not comfortable either.

			ADRIAN
		(standing)
	I should leave.


								51.


			ROCKY
	But I'm willin' to make the
	best of this uncomfortable
	situation.

Adrian moves to the door... Rocky intercepts her.

			ROCKY
		(continuing; softly)
	Would ya take off your glasses?

			ADRIAN
		(dumbstruck)
	What?

			ROCKY
	The glasses... Please.

Rocky removes her glasses and looks deeply into her eyes.

			ADRIAN
		(timidly)
	... T-thank you.

			ROCKY
	Do me another favor?

			ADRIAN
	... What?

			ROCKY
	Could ya take off that hat.

After a moment, Adrian removes the hat... She is becoming
rather pretty.

			ROCKY
		(continuing)
	I always knew you was pretty.

			ADRIAN
	Don't tease me.

The woman melts into the corner and begins lightly sobbing...
Rocky steps forward and fences her with his arms and body.

			ROCKY
	I wanna kiss ya -- Ya don't
	have to kiss me back if ya
	don't feel like it.

Rocky softly kisses the woman... Her arms hang limp.  He
puts more passion into the kiss and she starts to respond.
Her hand glides like smoke up his back.


								52.


She embraces his neck.  The dam of passion erupts.  She
gives herself freely for the first time in thirty years.

EXT. GOLDMILL'S GYM - DAY

The following day, Rocky strolls down the street to
Goldmill's Gym... Out front a group of young blacks stop
talking and study Rocky as he passes.  Rocky's eyebrows knit
in confusion.

INT. GOLDMILL'S GYM - DAY

Rocky climbs the stairs and enters the gym...

... In a matter of seconds, his presence is known and the
athletes stare in wonderment... The big black heavyweight
contender, Dipper, throws down his towel in disgust and
turns away.

Mike quietly approaches Rocky.

			MIKE
	Hey, Rock -- What happened?

			ROCKY
	'Bout what?

Mickey Goldmill steps out of his office...

			MICKEY
	Did ya get the message, kid?

			ROCKY
	Message -- What message?

Mickey pulls out a card from his breast pocket... He hands
it to Rocky.

			MICKEY
	A Rep from Miles Jergens'
	Promotions was lookin' for
	ya -- They need sparrin'
	partners for Creed.

			ROCKY
	Ya puttin' me on?

			MICKEY
	Here's the card?

			ROCKY
	When was they here?


								53.


			MICKEY
	'Bout an hour ago.

			ROCKY
	Probably lookin' for sparrin'
	partners.

			MICKEY
	... I said that before.

Rocky turns from Mickey and jogs out of the gym.  Mickey
fumbles with his rosary beads.

			MICKEY
		(continuing)
	... Waste of life.

EXT. SKYSCRAPER - DAY

Rocky steps off a bus in mid-town Philadelphia.  He hurries
down Broad Street.  Every few steps he breaks into a trot...
He enters a skyscraper.

INT. OFFICE BUILDING - HALL - DAY

Rocky exits the elevator and enters the office of Miles
Jergens' Productions.

INT. JERGENS' PRODUCTIONS - DAY

The SECRETARY is slightly startled by Rocky's excited
expression.

			SECRETARY
	May I help you?

Rocky hands her the business card.

			SECRETARY
		(continuing)
	Your name, please?

			ROCKY
	Balboa, Rocky Balboa.

The Secretary rises and enters Jergens' office... Rocky eyes
the multitude of sporting pictures hanging on all four walls.

The Secretary returns.

			SECRETARY
	You may go in.

Rocky collects himself and enters...


								54.


INT. JERGENS' OFFICE - DAY

Miles Jergens warmly greets him.

			JERGENS
	Hello, Mr. Balboa -- I'm Miles
	Jergens -- Please, have a seat.

			ROCKY
	... Thanks.

			JERGENS
	Mr. Balboa --

			ROCKY
		(overriding)
	Rocky.

			JERGENS
	Rocky, do you have any
	representation?  A manager?

			ROCKY
	No -- Just me.

			JERGENS
	Rocky, would you be interested
	in --

			ROCKY
	Sparrin'?

			JERGENS
	Excuse me.

			ROCKY
	I know ya need sparrin'
	partners -- I'm very available.

			JERGENS
	I'm sure you are.

			ROCKY
	Absolutely -- Sparrin' with
	the Champ would be an honor --
	y'know what?

			JERGENS
	What?

			ROCKY
	I wouldn't take no cheap shots.
	I'd be a good sparrin' partner.


								55.


Jergens seems very amused.  He lights a cigar.

			JERGENS
	Rocky, would you be interested
	in fighting Apollo Creed for
	the Championship?

			ROCKY
	... Like I said, I'd make a
	boss sparrin' mate.

			JERGENS
	Did you hear what I said?

			ROCKY
	Sure, an' I'm smart enough to
	know that no sparrin' partner
	should take cheap shots at the
	Champ.  He's just there to
	help condition the man.

			JERGENS
	Not spar, I'm asking whether
	you would be interested in
	fighting Creed for the
	championship.

The weight of the statement comes crashing down in Rocky.
For a long moment he becomes nothing more than a basket case
as he ponders the statement... He half regains his senses.

			ROCKY
	... Ah... Absolutely.

The SCENE FADES and becomes a black and white television.

INT. PAULIE'S APARTMENT - NIGHT

Rocky and Adrian are at her home watching an old black and
white television... Rocky smiles... The film now cuts to
Apollo being interviewed.

			REPORTER #1
	How'd you like the 'City of
	Brotherly Love?'

			APOLLO
	I like my Philadelphia Brothers.
	An' I'm patriotic!

Apollo has to move to the side to avoid a thrusting
microphone.


								56.


			APOLLO
		(continuing;
		mock seriousness)
	If yo' don't back up I'm gonna
	send yo' home with a microphone
	in yo' nose!

The Reporters laugh.

			REPORTER #2
	Why did you agree to fight a
	man who has virtually no
	chance of winning?

			APOLLO
	If history proves one thing,
	everybody gotta chance --
	Didn't yo' all ever hear of
	David an' Goliath? -- 'Course
	I woulda knocked out Goliath.

			REPORTER #3
	It is a coincidence that
	you're fighting a white man on
	the most celebrated day in the
	country's history?

			APOLLO
	The same coincidence that he's
	fightin' a black man.

			REPORTER #1
	What're your feelings about
	the challenger?

			APOLLO
	He's Italian.

			REPORTER #1
	What does that mean?

			APOLLO
	It means if he can't fight, I
	bet he can cook!

Rocky and Adrian laugh at the interview... Paulie, her
brother, takes offense.

			PAULIE
	Do me a favor -- His lungs,
	punch 'em out.

			ADRIAN
	Paul.


								57.


Rocky's interview now fills the screen.  Rocky squints and
looks nervous under the hot lights.

			REPORTER #2
	This is your largest payday
	ever -- How do you feel about
	it?

			ROCKY
	Feel?  I dunno... Happy.

			REPORTER #2
	How will you fight Apollo Creed?

			ROCKY
		(mind elsewhere)
	Creed's great, ain't he...
	I'll do what I can.

			REPORTER #1
	Where did you get the name,
	'Italian Stallion?'

			ROCKY
	I thought of it 'bout eight
	years ago, when I was eatin'
	dinner.

			REPORTER #2
	Is it true the most you've
	ever made in a prizefight is
	five hundred dollars?

			ROCKY
	Four hundred -- But that was a
	long time ago.

			REPORTER #2
	And now your payday will be
	one hundred and fifty thousand
	dollars.  Any comment?

			ROCKY
	Listen, I wanna say hi to my
	girlfriend -- Yo, Adrian!

Adrian blushes and laughs.

			ADRIAN
	Oh, Rocky!

			PAULIE
		(dry)
	Christ.


								58.


			ADRIAN
	You didn't!

			ROCKY
	Sure I did.  You heard.

They continue to watch the remainder of the interview... The
head COMMENTATOR is looking directly into the camera.

			COMMENTATOR
	A Bicentennial Fight --
	January first.  It will be the
	first sporting event on our
	two hundredth birthday and is
	already being called by many
	the greatest farce in sports
	history.  If this man lasts
	more than a minute I would say
	he's on borrowed time.
		(sarcastically)
	It's matches like this with
	their exorbitant prices that
	give sports a bad name -- Not
	only is this match bad,
	people, it's sad!  Why a Rocky
	Balboa?  At the State Athletic
	Commission, Larry Duggan
	reporting.

			PAULIE
		(irate)
	The guy's a friggin' moron.

			ROCKY
	Why?

			PAULIE
	Don't it matter none he's
	makin' ya out a fool? -- I'd
	break his lips.

			ROCKY
	It don't matter.

			PAULIE
	He's takin' cheap shots.

			ROCKY
	It don't bother me none.

			PAULIE
	Yo, Rock -- now ya'll be
	lookin' for people to help,
	right?


								59.


			ROCKY
	Help what?

			PAULIE
	Y'know, to help keep ya livin'
	clean.

			ROCKY
	I'll do okay.

			PAULIE
	Ya gotta have a guy help ya
	exercise, mebbe somebody to be
	standin' by with a towel or
	run errands, y'know.

			ROCKY
	Hey, who cared about me
	yesterday, huh?  Nobody -- I
	think I'm gonna train myself.

			PAULIE
	Without havin' good people
	around, ya won't have such a
	good chance.

Adrian is not happy with her brother's overbearing attitude.
She faces him.

			ADRIAN
	Einstein flunked out of
	school... twice.

			PAULIE
	That so.

			ADRIAN
	Roosevelt finished last in his
	class -- Beethoven was deaf,
	an' Helen Keller was blind --
	I think Rocky has a good chance.

INT. HALLWAY OF PAULIE'S APARTMENT - NIGHT

Rocky stands in Adrian's doorway.  He kisses her.

			ROCKY
	See ya tomorrow.

Rocky moves down the stairway and continues to do so as he
converses with Adrian who remains upstairs.  His VOICE
ECHOES up the stairwell.


								60.


			ROCKY
		(continuing)
	How'd ya like hearin' ya name
	on TV?

			ADRIAN
	I don't know -- I was shocked.
	Why did you do that?

			ROCKY
	Ya puttin' me on, right?

			ADRIAN
		(smiles)
	Absolutely -- What time should
	I expect you?

			ROCKY
	'Bout seven.

			ADRIAN
	I'll be waiting.

Rocky is now on the ground floor yelling up to Adrian on the
top floor landing.

			ROCKY
	Y'know how I said that stuff
	on television didn't bother me?

			ADRIAN
	Yes.

			ROCKY
	It did.

As Rocky completes the last word, he exits the building and
slams the door which RESOUNDS throughout the apartment house.

EXT. ATOMIC HOAGIE SHOP - NIGHT

Gazzo, the bodyguard, and Rocky are standing out front.
They are eating hot sandwiches.

			ROCKY
	Y'know I won't be able to work
	for ya no more.

			GAZZO
	Hey -- if a good man can make
	a better life, let him make it.

			ROCKY
	I feel bad about walkin'.


								61.


			GAZZO
	Take your shot, kid -- You got
	money for trainin' expenses?

			ROCKY
	A few bucks.

Gazzo takes out a wad and peels off several bills.

			GAZZO
	Here's five hundred -- Put it
	in your glove.

			ROCKY
	Do I have to pay juice?

Gazzo looks at the Bodyguard and shakes his head as if to
imply, "Why's this guy asking such a foolish question?"

Gazzo and the bodyguard step to the white Caddy parked at
the curb.  They enter the cab.  Rocky watches.

INT. CAR - NIGHT

			GAZZO
		(smiles)
	Does Santa Claus charge juice?
	Merry Christmas -- Now, how's
	about my present, ya gonna win?

			ROCKY
	Gonna try.

			GAZZO
	Listen, kid, I'm with ya.  Ya
	know, I'm with ya -- Italian,
	we're blood.  You kill this
	rug -- We Guinneas gotta show
	these Afro-Americans where
	it's at.  Give it your best
	shot cause I want ya to prove
	to these bums on the corner
	that my man can't be beat by
	this rug... Ya got any action
	on the side.

			ROCKY
	No action.

			GAZZO
	Ya gettin 150 grand killer.
	Ya got any plans for it?
	Whatta ya think?
			(MORE)


								62.


			GAZZO (CONT'D)
	Ya like to put it on the
	street, make it work for ya?

			ROCKY
	I'm gonna do somethin with it.

			GAZZO
	Sure, you do what ya want.
	Stay away from the stock market.

			ROCKY
	Black market?

			GAZZO
	Same thing.  Ya know, Rock,
	remember when we was kids, we
	fought together.  An' I wasn't
	well an' ya had to beat up
	that Irish kid -- what's his
	name? -- Gallager -- I bought
	a suit and became a businessman.
	You put on gloves.  An' I
	remember Mama almost cried,
	may she rest in peace -- an'
	our ol' man who said ya had no
	brains -- I'd like to lay
	hands on that bastard.  You
	ain't never had any luck.
	Even when I owned you in '66
	you never had luck.  But now I
	think you might be gettin'
	some luck kid.  Whatta you
	think?

Rocky smiles and Gazzo gets into his car.  Rocky follows him
across the street.

			ROCKY
	Yo, you gonna show, Tony?

			GAZZO
	Where else am I gonna go.
		(to Bodyguard)
	Bet three grand on Rocky.

			BODYGUARD
	He's a bum -- are you kiddin?

			GAZZO
		(slaps Bodyguard)
	No!  I'm not kiddin!

Rocky walks away.


								63.


INT. ROCKY'S APARTMENT - NIGHT

Rocky returns home and enters his apartment.  After turning
on the light, he flips on his RECORD PLAYER.  He now feeds
the turtles.

			ROCKY
	Look who's home!

Rocky notices two telegrams laying inside the threshold.  He
approaches them with a sense of awe.  He opens and reads one.
Settling on the bed, he reads the other.

A KNOCK is HEARD.  Rocky opens the door.  Mickey Goldmill,
the gym owner, stands framed in the doorway.

			MICKEY
		(stiffly)
	I seen the light.  I figure
	somebody was home.

			ROCKY
	Hey, Mickey -- Whatta ya doin'
	here?  Here, sit down.

Rocky tosses soiled clothing off a mangled armchair.

			ROCKY
		(continuing)
	Best seat in the house -- Hey,
	Mick, this is too much.

			MICKEY
	How do you mean?

			ROCKY
	I'm usta seein' ya at the gym,
	but seein' ya here, in my
	house, it's kinda outta joint.

By the manner in which Goldmill listens, it is obvious
something important is preying on his mind.

Rocky is slightly uncomfortable, almost embarrassed at
having outsiders see how he lives.

			MICKEY
	Listen, Rock, you're a very
	lucky guy.

			ROCKY
	Yeah.


								64.


			MICKEY
	What's happened is freak luck.

			ROCKY
	Freak luck for sure.

			MICKEY
	Look at all them other fighters.
	Real good boys.  Good records.
	Colorful.  Fight their hearts
	out for peanuts -- But who
	cared?  Nobody.  They got it
	shoved in their back door.
	Nobody ever give them a shot
	at the title...

			ROCKY
		(uneasy)
	Freak luck is a strange thing.

Mickey does not hear.  His attention is drawn to the turtles.

			MICKEY
	Whatta' those?

			ROCKY
	Turtles -- domestic turtles.

			MICKEY
		(businesslike)
	I'm here tellin' ya to be very
	smart with this shot.  Like
	the Bible sez, ya don't get no
	second chance.

Mickey looks hard into Rocky's eyes.

			MICKEY
		(continuing)
	Ya need a manager.  An advisor.
	I been in the racket fifty
	years.  I done it all, there
	ain't nothin' about the world
	of pugilism that ain't livin'
	up here.

He lights a half-smoked cigar.

			ROCKY
		(at a loss)
	Fifty years, huh.


								65.


			MICKEY
		(stronger)
	Fifty years.  The rep is known
	around Philly, an' a good rep
	can't be bought, but I don't
	have to tell you that.

			ROCKY
	How 'bout a glass of water?

			MICKEY
	Rocky, d'ya know what I done?

			ROCKY
		(uneasy)
	... What?

			MICKEY
		(driving each
		word hard)
	I done it all.  I've done an'
	seen everything'.  Believe
	what I'm tellin' ya -- Ya
	shoulda seen the night in
	Brooklyn, I smacked 'Ginny'
	Russo outta the ring, September
	14, 1923 -- same night Firpo
	knocked Dempsey outta the ring.
	But who got the Press?  He did.
	He had a manager -- September
	14, 1923.

			ROCKY
		(softly)
	Ya got a good mind for dates.

Mickey deafly continues, becoming more engrossed every second.

			MICKEY
	Look at this face -- twenty-
	one stitches over the left
	eye, thirty-four over the
	right -- my nose was busted
	seventeen times, the last
	being the Sailor Mike fight
	New Year's Eve, 1940, in
	Camden, New Jersey -- What a
	professional pastin' I give
	him.  Here, read about it.
			(MORE)


								66.


			MICKEY (CONT'D)
		(shows a tiny
		press clipping;
		points to
		cauliflower ear)
	An' he give me the vegetable
	on the ear.  I got pain an'
	experience... an' you got
	heart -- kinda remind me of
	Marciano, ya do.

Rocky points to his most prized possession.

			ROCKY
	Nobody ever said that --
	There's his picture.

			MICKEY
	Yeah, ya kinda remind me of
	the Rock.  Ya move like 'im.

Mickey has rung the bell.  Nothing could please Rocky more
than being compared to his idol.

			ROCKY
	Really think so?

			MICKEY
	Ya got heart.

			ROCKY
	Heart, but I ain't got no
	Tocker.

Rocky shifts against the wall and lowers himself into a
crouch.

			MICKEY
	Christ, I know this business.
	Rocky, when I was fightin' it
	was the dirtiest racket goin',
	see.  Pugs like me was treated
	like fightin' dogs -- throw ya
	in the pit an' for ten bucks
	ya try to kill each other.  We
	had no management...
			(MORE)


								67.


			MICKEY (CONT'D)
	fought in boxcars, in
	whorehouse basements, any
	joint with a floor -- October
	1931 I fought a bum who put a
	tack in the thumb of his glove
	an' punched so many holes in
	my face I had spit shootin'
	outta my cheeks -- I never had
	no manager watchin' out for
	me -- See that picture outside
	the gym -- 'Mighty Mick,'
	that's me in my prime.  I had
	all the tools.  I coulda
	starched any lightweight husky
	on the East Coast -- But I had
	no management.  Nobody ever
	got to know how slick I was,
	but I had a head for business
	an' stashed a few bucks an'
	opened the gym -- It's a dirt
	hole, I know it, but that an'
	a lotta scars is what I got to
	show for fifty years in the
	business, kid -- now you come
	along with this shot an' I
	feel like it's me gettin' the
	shot I never got... Yeah, we
	was treated like dogs -- like
	them Dago's, no offense, in
	the Colosseum in Rome there --
	An' now I got all this
	knowledge, I wanna give it to
	ya so I can protect ya an'
	make sure ya get the best deal
	ya can!

Rocky rises and opens a window.

			MICKEY
		(continuing)
	Respect, I always dished ya
	respect.

			ROCKY
	... Ya gave Dipper my locker.

			MICKEY
		(almost begging)
	I'm sorry, I -- I made a
	mistake.  Kid, I'm askin' man
	to man.  I wanna be ya manager.


								68.


			ROCKY
	The fight's set -- I don't
	need a manager.

			MICKEY
	Look, you can't buy what I
	know.  Ya can't.  I've seen it
	all!  I got pain an' I got
	experience.

			ROCKY
	I got pain an' experience too.

			MICKEY
	Please, kid.

			ROCKY
		(tightly)
	Whatever I got, I always got
	on the slide.  This shot's no
	different.  I didn't earn
	nothin' -- I got it on the
	slide... I needed ya help
	about ten years ago when I was
	startin', but ya never helped
	me none.

Mickey drops the ashtray and kneels to pick it up... He
remains on one knee.

			MICKEY
	If ya was wantin' my help, why
	didn't ya ask?  Just ask.

			ROCKY
	I asked, but ya never helped
	nothin'! -- Like the Bible
	sez, ya don't get no second
	chance.

			MICKEY
		(yells)
	Rocky, I'm seventy-six years
	old.  Maybe you can be the
	winner I never was -- your
	shot is my last shot!

Rocky is choked and goes into the bathroom and closes the
door.

Mickey struggles to his feet and, like a beaten man, leaves.

Several moments later Rocky steps out and lowers himself
into bed.  Springing up a second later, he runs outside.


								69.


EXT. STREET OF ROCKY'S APARTMENT - NIGHT

Rocky races up the block toward the shadowy and hunched form
of Mickey.  Way in the distance, we SEE Rocky stop the old
man beneath a street lamp.  He places an arm around his
shoulder.

INT. ROCKY'S APARTMENT - PRE-DAWN

The following morning, Rocky's ALARM CLOCK GOES OFF at
exactly four A.M.  Not accustomed to rising this early, with
great difficulty Rocky staggers to his feet and wavers to
the bathroom.  He turns the light on and roaches scatter.

At the top of the mirror hang the telegrams.  Rocky fills
the basin and submerges his face in cold water.

Rocky sways to the icebox and removes a dozen eggs.  He
cracks five raw eggs into a glass and downs it in one
swill... his body quivers.

EXT. STREET OF ROCKY'S APARTMENT - PRE-DAWN

Rocky steps outside.  He is dressed in a well-worn sweat
suit with a hood, gloves and sneakers.  It is pitch dark and
his steaming breath attests to the cold.

He begins running down the center of the deserted street.
He can only be clearly SEEN as his form passes beneath the
street lamps.

Two garbage men stop hoisting cans to watch him pass.

EXT. ART MUSEUM STAIRS - DAWN

Rocky stands at the base of an overwhelmingly steep flight
of stairs.  He stares up at the stairs that nearly disappear
into the morning gray.  Taking a deep breath, he starts up.
From the start, he looks out of shape and halfway up his
legs give way.  Standing, he brushes off and descends the
stairs.

EXT. CITY HALL - DAWN

Rocky passes City Hall and veers to the river.  He pauses,
heaving great gusts of exhausted breaths.  He throws several
lazy jabs in the air and walks awhile with hands on his
aching sides.  Men delivering the morning papers observe
with amusement.

Rocky forces himself to begin running again.


								70.


EXT. ELEVATED TRAIN STATION - DAWN

Heading along Spring Garden Street, Rocky passes beneath an
elevated train station.  The ROARING TRAIN overhead seems to
blend perfectly with his muscular running style.

EXT. DOCKS - DAWN

The sky is beginning to lighten.  The fighter now runs along
the piers and past anchored freighters.

EXT. EASTERN PACKING COMPANY - DAWN

It is five-thirty and Rocky approaches the loading platform
belonging to Eastern Packing Company.  Alongside the loading
platform come several boxcars.

Rocky mounts the ramp and knocks on the metal door.  It soon
opens and Paulie guides him inside.  Paulie is drunk.

INT. SHIPPING OFFICE - DAY

			PAULIE
	How ya feelin'?

			ROCKY
		(panting)
	... Tight.

			PAULIE
	I got whiskey here.

			ROCKY
	... No.

Rocky notices TWO PUERTO RICANS lounging alongside theshipping office.

			PAULIE
	This is the guy who's fightin'
	Apollo Creed.

			JOSE
		(heavy accent)
	Good luck -- Kill him, man.

			PAULIE
		(as though
		rehearsed badly)
	Hip -- Hip -- Hooray!  C'mon --
	Hip -- Hip --


								71.


			JOSE
		(walks away)
	Hooray, man.

			PAULIE
	Rock'll be comin' by every
	mornin' to pick up some
	Prime -- can't train on that
	store crap.

Rocky smiles and Paulie leads him out of the office and to
the large metal door of a walk-in refrigerator.

INT. FREEZER - DAY

They enter.  The freezer resembles a modern torture chamber...
row after row of hanging slabs of beef stretch into the
darkness to the far end of the refrigerator.  The blower
overhead causes the men to speak loudly.

			PAULIE
		(teasing)
	If ya don't pay Gazzo, ya end
	up hangin' on the hook, right?

			ROCKY
	Gazzo's a good man.

			PAULIE
	How 'bout you talk to 'em
	about me?
		(tightly)
	Please do me that favor.

			ROCKY
	Keep this job, ya eat better.

Paulie opens a jackknife and idly jabs the hanging meat.  He
swills whiskey from a pint bottle.

			PAULIE
	Y'know, d'ya think you an' my
	sister -- Ah, doin' good
	together?

			ROCKY
	Whatta you think?

			PAULIE
	Ain't sure, what's the story?

			ROCKY
	What?


								72.


			PAULIE
	The story -- what's happenin'?

Paulie speaks like a man who has been mulling this over for
quite a while.

			PAULIE
		(continuing)
	Ya really like her?

			ROCKY
	Sure I like her.

			PAULIE
		(nervous laughter)
	What's the attraction?  I
	don't see it?

			ROCKY
	I dunno -- she fills gaps.

			PAULIE
	What gaps?

			ROCKY
		(shrugs and
		takes meat)
	She got gaps.  I got gaps --
	together we fill the gaps.

			PAULIE
		(sharply)
	You ballin' her?

			ROCKY
		(turns around)
	Don't talk dirty 'bout ya
	sister.

			PAULIE
		(tersely)
	C'mon, ya screwin' her?

From across the room Rocky looks him hard in the eyes.

			ROCKY
	That's why I can't put ya
	together with Gazzo, cause ya
	talk too much -- big mouth.

Paulie reddens.  He steps forward and slams his fists in a
hanging beef.


								73.


The punching of the beef is a muted challenge and Rocky
responds.

Rocky walks up to a beef and slams his fist into the ribs.

The grotesque object swings in a wide arc like a hanging
corpse.  Rocky moves to the next one and hooks.

Rocky's face reveals a never before seen concentration, as
though he were locked in total battle.

			PAULIE
	Hit the rump.  The rump!
	Ya'll break the ribs!

Rocky speeds up and continues pounding on the second row of
beef.  Paulie's eyes widen and his face grimaces with every
punch, like he were receiving it.  Rocky moves into the dark
recess of the refrigerator.  Only the dull SOUNDS of his
POUNDING FISTS can be HEARD.

Rocky works his way to Paulie again.  Every hanging beef
swings and appears surrealistically alive.

			PAULIE
		(continuing)
	We do that to Creed an'
	they'll take us to jail for
	murder.

Rocky looks at his hands.  They are drenched in red up to
the elbows with beef blood.

Paulie hands him a package of beef.

			ROCKY
	Don't talk dirty 'bout ya
	sister.

Rocky takes the package and runs out.  Paulie's bleary eyes
reveal a fearful respect and slight resentment.

INT. GOLDMILL'S GYM - DAY

The gym is filled to capacity.  The NOISE is DEAFENING.
Rocky pounds a heavy bag.

Mickey steps forward and removes a piece of string from his
pocket.


								74.


			MICKEY
		(passionate)
	Stop!  Stop!  I can't stand it!
	It's clumsy.  You're off
	balance.

He motions to his bullish helper, Mike.  He hands him the
string.

			MICKEY
		(continuing)
	Tie it to both ankles -- Leave
	two feet slack.

			ROCKY
	I never had good footwork.

Mike completes the task.

			MICKEY
	Forget the footwork -- You're
	off balance.  The legs are
	sticking everywhere.  Marciano
	had the same problem, an' the
	string cured it.  When you can
	hit and move without breakin'
	the string you'll have balance.

			MIKE
	You'll be a very dangerous
	person.

Two young boys in street clothes interrupt Mickey.

			BOY
	Rocky, could we have your
	autograph?

			ROCKY
	... Sure.

			MICKEY
		(irate)
	Don't you boys ever interrupt
	when I'm conductin' business,
	or I'll kill you both -- Go
	away.

The boys depart.


								75.


			MICKEY
		(continuing)
	Autographs!  Ya wanna be a
	writer or a fighter?  Let's
	work.

Mike looks off across the gym.

			MIKE
	... we got visitors.

Mickey strains his eyes to see a group of REPORTERS and NEWS
CAMERAMEN entering his gym.

			MICKEY
		(approaching)
	Can I help you guys?

			REPORTER
		(to Cameraman)
	Set the camera up over there.
		(to Mickey)
	We're from Channel Seven --
	Covering the pre-fight training.

			MICKEY
	I own the place.

The Reporter has a hundred things on his mind... he turns
from Mickey and nods to his crew... the other television
crews rush to set up.

			CAMERAMAN
	Rolling here.

			SOUND MAN
	Speed here.

			REPORTER
		(to the camera)
	We're here at Goldmill's
	Gym -- A Philadelphia landmark
	of sorts since 1929 -- The
	stench of toil permeates every
	corner.  The sweat a trademark
	of a unique profession... Yet,
	the most unique fixture is an
	unprecedented 50 to 1 underdog
	heavyweight named, Rocky Balboa.

The camera turns to Rocky.


								76.


			ROCKY
		(to Mickey)
	Should I do this?

Mickey nods and Rocky faces the glaring lights.

			REPORTER
	So much has happened lately --
	Has it changed your life style
	much?

			ROCKY
	... People talk to me more.

			REPORTER
	How're you preparing for this
	Bicentennial bout?

A young punchy fighter yells out:

			FIGHTER
	Readin' fuckin' history books,
	man!

The gym explodes with laughter.

			REPORTER
		(flushed)
	We can cut that out later.
	Apollo Creed says he'll let
	you stay three rounds before
	he puts you away.

			ROCKY
		(honestly)
	Apollo's a great fighter.

			REPORTER
	Do you feel you have a chance?

			ROCKY
	Maybe --

He faces Mickey.  Mickey whispers in his ear.

			ROCKY
		(continuing)
	I'll tear his head off.

			REPORTER
	Do you have anything derogatory
	to say about the Champion?


								77.


			ROCKY
	Derogatory?  Yeah, he's great.

Apollo Creed and his entourage enter the gym.

			APOLLO
		(bellowing)
	I am the Champion of the whole
	world!!!

The gym freezes... everyone turns and stares in wonderment...
Mickey Goldmill shakes his head in disbelief.  He now
realizes it is a publicity stunt.

			APOLLO
		(continuing)
		(approaching Rocky)
	Italian Stallion, I come over
	to tell you to be very smart
	an' after this fight donate
	what's gonna be left of your
	body to science, cause after
	this fight what's left won't
	fill a tuna fish can!... So
	beware, Mon Cher!!!

Apollo turns to the cameras... Rocky is speechless.

			APOLLO
		(continuing)
	This classic fight -- Tha's
	right, this bicentennial
	fight's goin' down in the
	history books 'cause January
	first I'm gonna be the first
	man to bounce another man offa
	the planet Pluto!

Dipper stands in the far ring... the attention Rocky is
receiving makes him a killer.

			APOLLO
		(continuing)
	Now I gots a special
	announcement, y'hear.  For the
	first time in alotta years
	this championship fight is
	gonna be on your home T.V.!
	Free -- 'Course that's just
	for Philly -- My present to
	the city...
			(MORE)


								78.


			APOLLO (CONT'D)
	Now some ya'll ain't much on
	likin' me, but ya gotta admit
	Apollo Creed is one DAMN
	generous, 100% pure, government
	inspected, Afro-American Folk
	Hero!!!

Everyone laughs... Dipper moves across the room like a large
snake.  He brushes people aside and steps behind Rocky.  He
nudges him... Rocky thinks it is an accident and ignores it.

Dipper pushes harder and Rocky looks questioningly at him.

			DIPPER
		(loud)
	Ya nothin', Boy!

Apollo stops his sales pitch in mid-sentence... The
television crew faces Dipper.

			DIPPER
		(continuing)
	I say ya nothin'!

			MICKEY
	What's happenin' here?

			DIPPER
	I'm happenin'!  This pig is
	takin' my shot -- I iz a
	contender.  He's nothin'.

			ROCKY
		(dumbstruck)
	Yo', Dipper, why're ya --

			DIPPER
		(shaking his fist)
	Spar me in front of these here
	TV dudes -- I knock ya ass to
	Jersey!

Dipper's fat black trainer holds out his hands and Dipper
slaps them soul style.

			MICKEY
		(to Dipper)
	You can forget about sparring,
	kid.

			DIPPER
	Yo' know I iz the best man
	here!  Yo' said so yoself!


								79.


			MICKEY
		(almost
		apologetically
		to the crew)
	Why let Rocky here take a
	chance on cuttin' or breakin'
	a hand? -- Take a shower,
	Dipper.

			DIPPER
	Don't mouth me, old man, I'll
	knock yo' out too.  C'mon,
	wop, spar me, let everybody
	see who's got the heat around
	here.

Silence looms over the gym... Apollo is apprehensive.  The
scene is becoming too real.  The frightened television crew
slyly begins putting away their expensive equipment.

			DIPPER
		(continuing; insanely)
	Man, yo' best keep them
	cameras out!  Fight me, boy!
	Let Creed here see the kind of
	punk he's fightin'!

Mike forces his way through the crowd and stands behind Rocky.

			MIKE
	Don't chance it, man -- He's
	sick.

			MICKEY
	This is gettin' outta hand --
	Rocky will fight in the ring
	January first, not here!

			DIPPER
	Yo' yellow, old man.

			MICKEY
	Not yellow, cautious.
		(to the crew)
	See, it's very easy for a
	fighter to accidentally hurt --

Dipper suddenly steps forward and slaps Rocky very hard
across the side of the head... The gym becomes stone cold.
Dipper is in total command and enjoying every moment of it.


								80.


			DIPPER
	If yo're afraid to fight me,
	then get down an' kiss my
	feet, boy.

Mickey looks nervously around and knows it's only seconds
before the blood will run... Rocky stands motionless.

			MICKEY
		(softly)
	Let's take a walk, Rock.
	Please, don't take a chance.
	He wants to hurt you so you
	can't fight.

Rocky swallows his pride.  He still has the string around
his ankles.  He starts to shuffle away with Mickey... Dipper
steps forward and viciously slaps Rocky again.

Mike jumps forward.

			MIKE
	Why you tryin' to cut 'im, man!
	Back off, scumbag, or I'll
	bite your face!

Dipper cuts loose with a hook and knocks Mike flat.  The
room reeks of fear... Apollo's eyes flick back and forth
between Rocky and Dipper.  Apollo taps his bodyguards and
they begin to ease away.

			DIPPER
	... Now, boy, kiss my feet.

Rocky eyes his friend lying on the floor.  He shuffles
forward and stands before Dipper.

			DIPPER
		(continuing;
		almost in a whisper)
	... Kiss 'em.

Rocky looks at Mickey, then lowers his eyes to Dipper's
feet... Dipper smiles.  Rocky starts to bend towards the
shoes.  Without warning, he explodes with a pair of
combinations into Dipper's exposed ribs.  A CRACK is HEARD
and Dipper sinks to the floor writhing in pain... The room
is silent except for Dipper's moaning.

Apollo is stunned by the scene.  The gym has become a very
gloomy place.  He eyes Rocky with admiration and a hint of
apprehension... He leaves.


								81.


Mickey is the first one to shake off the chill... He shakes
his fists at the Reporters, and puts his arm around Rocky.

			MICKEY
	The kid's got cannons -- Print
	that.

The crowd disperses, leaving Dipper a pathetic and broken
figure lying on a dirty gym floor.

INT. ROCKY'S APARTMENT - NIGHT

They enter the dismal apartment... On the floor are at least
ten telegrams.  Rocky scoops them up and tosses them aside.
Next to the door is a pile of over a hundred telegrams.
			ADRIAN
	Don't you open them anymore?

			ROCKY
	They either say, 'Kill the
	nigger' or 'Hope you die,
	Honky.' -- What ya got in the
	bag?

Adrian steps to the window.  She pulls a pair of short but
lovely curtains from a shopping bag... The colorful curtains
glare in the dark room.

			ADRIAN
	Like?

			ROCKY
	Sharp -- Real nice.

			ADRIAN
	Really -- You don't think
	they're overly feminine?

			ROCKY
	No... Sharp -- You look great.

Adrian smiles and pulls out a small Christmas wreath...
Rocky smiles.  His eyes show what he feels for this woman.

			ROCKY
	Adrian, you really look great,
	y'know -- But I can't fool
	around durin' trainin' --
	makes the legs weak.

			ADRIAN
	Don't want weak legs.


								82.


			ROCKY
	Can't fool around -- You look
	very great.

			ADRIAN
	-- The legs.

			ROCKY
	Yeah... But I think weak legs
	ain't bad sometimes, y'know.

Rocky approaches in a seductive manner.  Adrian
uncharacteristically removes her sweater.  Underneath is a
T-shirt that reads "Win, Rocky, Win."

			ADRIAN
	I thought it might be cute.

			ROCKY
	Ya right --
		(laughs)
	Mebbe we best just hold
	hands -- the shirt made me
	feel guilty, y'know.

SCENE FADES.

EXT. STREET - PRE-DAWN

Rocky is running... for extra weight he carries his huge
dog, Butkus.  After a half a block he sags under the weight,
and laughing, begins to wrestle with the dog on the
pavement... Rocky tries to sneak away from the dog, but
after a few steps the beast sees him and chases him down the
street.

EXT. EASTERN PACKING COMPANY - DAWN

It is early morning and as usual Rocky jogs to the meathouse.
He is followed by his new dog, Butkus.  He is stopped short
when he notices several television news vans parked out front.

INT. EASTERN PACKING COMPANY - DAWN

He and the dog enter the freezer area and see several
reporters and men with mini-cameras milling around... Paulie
is waiting for him -- Rocky is upset and goes outside.
Paulie follows.


								83.


EXT. EASTERN PACKING COMPANY - DAWN

			PAULIE
	Yo, Rock.  I made a few phone
	calls an' thanks to me ya
	goin' to be a big man --
	Thatta dog?

			ROCKY
	Whatta these guys want?

			PAULIE
	To see ya train.

			ROCKY
	Yo, what's with you? -- It was
	suppose to be private.

			PAULIE
	I thought I was doin' ya a
	favor -- C'mon inside --
	Y'know, my sister really likes
	ya.

Rocky follows Paulie inside.

INT. EASTERN PACKING COMPANY - DAY

A REPORTER points in Rocky's direction and suddenly he is
surrounded and led into the freezer area and positioned
beside a slab of hanging beef.  The camera lights go on.

			COMMENTATOR
	Just relax, Mr. Balboa --
		(to the camera)
	Today we're here with
	heavyweight challenger, Rocky
	Balboa.  The reason we are
	standing in a refrigerated box
	is that Mr. Balboa has an
	unusual method of training and
	in a moment he is going to
	demonstrate it for our viewing
	audience -- But first, Rocky,
	how did you ever come to train
	in an icebox?

			ROCKY
	Ah -- My buddy Paulie let me
	in one day an' I hit the beef
	here an' liked it -- An' since
	I become a challenger, the
	owner don't mind neither.


								84.


			COMMENTATOR
	Is this a common training
	method -- I mean do other
	fighters pound raw meat?

			ROCKY
	I think me and Paulie invented
	it.

			COMMENTATOR
	Would you give us a
	demonstration?

Rocky steps over to a hanging beef and begins pounding with
incredible intensity... Everyone present is taken aback.
Rocky completes hitting the meat and stands there with his
hands dripping beef blood.

The Commentator is unnerved and Rocky looks straight into
the camera lens and holds up his bloody fists.

			COMMENTATOR
	... Diane Lewis in the
	meathouse with the Southpaw,
	Rocky Balboa.

INT. JERGENS' OFFICE - DAY

Apollo sits behind Jergens' desk.  Jergens is not present.
Four middle-aged and younger types and Creed's lawyer sit
around the desk.  The desk is flowing with forms and charts.

			APOLLO
	How much is being channeled
	into West Coast closed-circuit
	advertising?

			LAWYER
	Three hundred thousand.

			APOLLO
	Make it four hundred an' fifty.
		(to younger man)
	Send two hundred roses to the
	mayor's wife from me, get a
	picture an' make sure it gets
	all the papers.

			BUSINESSMAN #3
	Do ya want to run the fifteen
	radio spots in the mid-west?
	I think you could spend the
	money better in Canadian
	publicity.


								85.


			APOLLO
	Yeah, I'd like to get Canada --
	see, if we can get a tax
	break -- Gimme the figures on
	the Program Concession.

Meanwhile, the trainer sits across the room in a darkened
corner looking at a small television.  He is watching
Rocky's bloody exhibition on the news...

He waves at Apollo.

			TRAINER
		(worried)
	Apollo, you oughta come see
	this boy you're gonna fight on
	TV -- looks like he means
	business.

Apollo is still engrossed in his paperwork.

			APOLLO
	I mean business, too --
		(to men)
	The gross rental of the arena
	is gonna include the four
	hundred ushers, right? --
	Gimme some coffee.

EXT. PAULIE'S STREET - NIGHT

It is a moonless night and Paulie staggers across the street
and enters his building... He staggers up the stairs.

INT. PAULIE'S APARTMENT - NIGHT

Paulie removes his coat and tosses it listlessly in a
chair... He rubs his red eyes and sways into the kitchen.

He takes a bottle of wine out of the icebox.  As he swills
the wine he hears the SOUND of Rocky's and Adrian's VOICES
traveling from his sister's room.  Paulie's face tightens
and he staggers towards the bedroom.

He stands outside the bedroom door and peers through a
crack... Rocky, Adrian, and the dog are watching TV in the
otherwise darkened room.

			ADRIAN
	... And he called the
	reporters --

			ROCKY
	Yeah... Threw my whole day off.


								86.


			ADRIAN
	Don't be mad at him -- He just
	wants to help.

			ROCKY
	Yo -- I ain't mad.  I'm just
	outta joint when reporters are
	around -- They take cheap
	shots an' Paulie knows it.

			ADRIAN
	... Are you going to say
	anything to him?

			ROCKY
	... What's to say?  I dunno
	what he wants from me --

Filled with uncontrollable anger, Paulie smashes into the
room.

			PAULIE
	Nothin'!  I want nothin' from
	you!!!

			ADRIAN
	Paulie!

			PAULIE
	Shutup!  I want nothin' -- I
	ain't no charity case!  Get
	outta my house!

			ADRIAN
	It's not your house --

			PAULIE
	You ain't no friend no more --
	Go home!  Outta my house I
	want ya!

			ADRIAN
	Don't talk like that to him!

			PAULIE
	Get outta my life both of ya's.

Paulie kicks the door out of frustration and appears to be
bordering on a nervous breakdown.

			PAULIE
		(continuing)
	Outta my house I want ya!!


								87.


			ROCKY
	... It's cold outside, Paulie.

Paulie goes to the living room closet and removes a baseball
bat... Rocky and Adrian quickly follow.

			PAULIE
	I don't want ya messin' up my
	sister no more -- He's scum
	from the corner, I don't raise
	ya to hang with no bum!

Adrian is speechless... Rocky moves towards Paulie.

			PAULIE
		(continuing;
		raising the bat)
	... Wanna hit on me?  C'mon --
	C'mon, I'll break both ya arms
	so's they never work...

Rocky freezes...

			ADRIAN
	... Paulie.  Stop now!

			PAULIE
	I want 'im outta here --
		(to Rocky)
	Don't think I'm good enough to
	work for Gazzo?
		(spits)
	That's what I think of bums
	like you an' Gazzo!
		(spits again)
	You're goin' up an' don't care
	enough to throw Paulie some
	crumbs!
		(spits)
	I give ya meat, an' I give ya
	my sister, too!

			ADRIAN
	Only a pig would say that!

Paulie smashes a small table with the bat.

			PAULIE
		(to Adrian)
	You forget what I went through
	to give ya the best.


								88.


			ADRIAN
	You gave me what?!  Knots!
	You gave me knots in here
	every day -- you made me
	scared of everything!

			PAULIE
	I always seen ya had the best,
	but did ya ever think of
	puttin' in a good word for me
	with this scumbag!

Paulie smashes a large lamp with the bat.

			ADRIAN
	Don't do that again!

			PAULIE
	Get away from me -- I could
	never even get married 'cause
	you couldn't live by yaself --
	ya'd die by yaself!  So
	instead I put you two
	together -- Did ya think of
	puttin' in a good word for
	me? -- You owe me!

			ADRIAN
	Owe you what?

			PAULIE
	You owe me an' are supposed to
	treat me good!

			ADRIAN
	Good?  Good, Paulie?!  I've
	been treatin' you like a baby.
	Since I can't remember it's so
	long -- I'm the only one who
	feeds you an' puts you in bed
	when ya can't stand up -- and
	it's you that made me feel
	like a loser -- That's what ya
	use to call me 'Loser' -- What
	kind of name is that?  So can
	ya blame me for not remembering
	to talk about you when I'm
	with Rocky -- I don't owe you,
	Paulie, you owe me.

The brother flares up and threatens Adrian with the bat.

			PAULIE
	You busted?!


								89.


			ADRIAN
	What?!

			PAULIE
	You a virgin? -- Ya let 'im in
	ya pants, didn't ya!  Ya
	pulled down ya pants an' let
	him have it, didn't ya!!

Mortified, Adrian runs to her room... Rocky steps to Paulie.

			ROCKY
		(fuming)
	Hey --

Paulie cocks the bat back and tenses... Rocky remains still.

			PAULIE
		(softly)
	... I can't haul meat no more.

			ROCKY
	What can I do about it?

			PAULIE
	Christ, I been beggin' ya for
	a break until I'm sick inside.

			ROCKY
	What break?  Huh?  What break!
	Who am I to give breaks!  I'm
	a fighter, you haul meat.  You
	do what you do an' I do what I
	do best -- that's it -- that's
	life, man!

Paulie looks ashamed... Rocky walks, then returns.

			ROCKY
		(continuing)
	... An' what ya said to my
	girlfriend ain't right -- Do
	it again, I'll kill ya.

Rocky goes into the bedroom... Adrian has buried her face in
a pillow... She is rocking slightly.  Rocky cradles her and
kisses her cheek.

			ROCKY
		(continuing)
	Wanna hear a dirty joke?


								90.


			ADRIAN
		(smiles)
	... Yes --

INT. MICKEY'S OFFICE - DAY

Mickey is in his cluttered office above the gym... the room
is dark.  Blankets are tacked over the windows.  Rocky is
watching 8 mm movies of Apollo Creed in action... Rocky
watches with intense concentration as the fighter moves like
a huge dancer around the ring.

			MICKEY
	His defense is great, can't
	lie 'bout that -- You have a
	rollin' style.  Can't retreat
	as fast -- But your style
	ain't retreatin'.

They both watch the flickering images.

			MICKEY
		(continuing)
	See how he plays sometimes --
	Drives his cornermen nuts.
	Nobody knows his next move --
	Him included.

They watch more action... Creed has a fighter helpless
against the ropes.

			MICKEY
		(continuing)
	Killer instinct -- Ya both got
	the killer touch.  Interestin'.
	See that! -- Right-cross
	combination.  Beautiful.  But
	you got the power to rip the
	body.

They watch more action.

			MICKEY
		(continuing)
	Rocky, when ya climb into the
	square, an' know ya' meetin'
	the best fighter in the world,
	ya' gonna be ready, ya' gonna
	be ready 'cause I been waitin'
	for fifty years -- Fifty years.
	When I'm done with you, you'll
	gonna be able to spit nails.
			(MORE)


								91.


			MICKEY (CONT'D)
	You'll gonna be able to eat
	lightin' and crap thunder --
	You'll be a very, very
	dangerous person...

The SCENE FADES on Mickey's voice and Rocky staring
transfixed at the images projecting on the wall...

INT. GOLDMILL'S GYM - DAY

Rocky is pounding the heavy bag with intense concentration.
As he strikes from all angles, Mickey instructs.

INT. GOLDMILL'S GYM - LATER

Rocky now works on the incline situp board... While doing
situps, he pounds himself in the stomach with a dumbbell.
The pain is evident on his face.

INT. GOLDMILL'S GYM - STILL LATER

Pushups between two chairs as Mike sits on his shoulders...
Mickey coaching drives him on.

INT. GOLDMILL'S GYM - STILL LATER

Mike has on a pair of target gloves and Rocky moves around
the ring swinging at them.

INT. GOLDMILL'S GYM - STILL LATER

Drenched in sweat, Rocky hums the speed bag.  His expression
is hard and flushed.  Mickey clicks a stopwatch and pats
Rocky's shoulder... He is very happy.

INT. GOLDMILL'S GYM - STILL LATER

Rocky has just completed exercising with the medicine ball...
Dino hands him a towel... Paulie crosses the gym as Rocky
heads to the steam room... A thin man crosses the gym and
Mickey nods.

			MICKEY
	What cha say, Benny -- Meet
	'The Rock.' This is our
	cutman, Benny Stein.

			ROCKY
	Yo, Benny.

			MICKEY
	Check the eyes, Ben.


								92.


Benny checks the skin around Rocky's eyes.

			BENNY
	Ain't bad.  Seen worse --
	Cover up an' things should be
	okay.

			MICKEY
	Take a shower.

Heading towards the shower, Rocky is intercepted by Paulie
who traverses the gym.  He stops Rocky at the shower room
entrance.

			PAULIE
	Yo, Rock, I think I found an
	angle to make some bread usin'
	ya name, ya mind?

Exhausted, Rocky studies Paulie's face a moment and nods
'yes.'... Rocky sways into the shower room and Paulie
strides off.

EXT. STREET - DAY

Running... Rocky's crowd of trailing boys has tripled.
Dashing through the streets, he resembles the Pied Piper.

EXT. ART MUSEUM STAIRS - DAY

It is twilight and Rocky is alone at the very bottom of a
huge flight of steps that seem to stretch into the heavens...
Rocky takes a deep breath and sprints up the never-ending
stairs... Halfway up, his body shows the strain.  Nearing
the top, Rocky pumps with all his strength and arrives at
the very top... He looks down the steep stairs and swells
with pride... He is ready.

INT. MAYOR'S OFFICE - DAY

Rocky is led into Mayor Rizzo's office by an aide... Rocky
is very nervous as he approaches the mayor, who is seated
behind his wide desk.

			MAYOR
	Sit down, Rocky.

Flips open a thick file that lays in front of him.


								93.


			MAYOR
		(continuing)
	I've been going over your
	record -- You've been the busy
	type --
		(reading)
	Nineteen arrests -- probation
	three times -- expelled from
	seven public schools in 1964
	and '65.

Rocky tries to sink into the chair.

			MAYOR
		(continuing)
	I'm a very busy man, but I
	just wanted to remind you that
	you'll be setting an example
	for thousands of guys like
	yourself and maybe start them
	off in a new direction and
	give our police force a
	break -- I also hope you try
	your very best and bring pride
	to Philadelphia.

			ROCKY
	... I'll try.

The mayor presses a button and a photographer enters.

			MAYOR
	Would you stand up, please.

Rocky rises and the mayor shakes his hand... Their picture
is taken three times... The photographer exits.

			MAYOR
		(continuing)
	Thank you for coming by,
	Rocky -- good luck.

			ROCKY
		(turns)
	Any time.

			MAYOR
		(sitting)
	Wait... After the fight you'll
	have nearly a hundred and
	fifty thousand dollars -- What
	do you plan to do with it?


								94.


			ROCKY
		(smiles)
	... Run for mayor.

The mayor is shocked at first but then breaks into a big,
friendly laugh, and Rocky exits.

INT. ROCKY'S APARTMENT - NIGHT

Adrian and Rocky are at his apartment.  They are looking at
new scrapbooks.  Newsweek Magazine: Headline: "The Italian
Stallion or Donkey?" -- Philadelphia Magazine -- Rocky
stands with the mayor.

			ADRIAN
	Rocky, do you realize everybody
	in this country knows your
	face, and after the fight
	everybody in the world is
	going to.

			ROCKY
	Yeah...

She flips through Sports Illustrated, The American Sportsman,
Ring Magazine, World Boxing, True, and a multitude of other
clippings.

The TELEPHONE RINGS... Rocky rises and walks to the new
white object hanging on the wall.

			ROCKY
		(continuing)
	My first call... Hello?  Yeah,
	speakin' -- Who is this?
	Bruce?  Bruce who? -- Yo,
	Bruce!  How ya been?  I ain't
	seen ya for nine or eight
	years -- Yeah, things is
	great, how's things with you
	upstate -- Ya sellin' real
	estate, hey, that's a good
	job... Yeah, I gotta advance,
	but I bought ringside seats
	for the guys at the gym.  I
	get the hundred an' fifty
	grand after the fight...

Adrian overhears the statement.


								95.


			ROCKY
		(continuing)
	... Yeah, I know it's a lotta
	money -- Condominiums?  Nobody
	uses them anybody.  Listen, I
	think a pet shop is a good
	investment, y'know -- I don't
	care 'bout long hours --
	there's no depreciation --
	that don't matter none to
	me -- Yeah, I like animals.
	Why don't ya give me ya number
	an' I'll call ya back?  Lemme
	getta pencil --

Rocky makes no motion to get a pencil.

			ROCKY
		(continuing)
	Okay, what is it -- four-
	twelve 659-2424.  Yeah, yeah,
	thanks for callin' -- Sure
	I'll get back to ya, Bruce --
	see ya.

Rocky hangs up.

			ADRIAN
	What was that you said about a
	pet shop?

			ROCKY
		(distant)
	... What?

			ADRIAN
	What did you say about a pet
	shop?

			ROCKY
	I don't want ya cleanin'
	nobody else's cages no more.

			ADRIAN
	Is everything all right?

			ROCKY
	I gotta go out for a while.

Rocky grabs his coat and moves to the front door.

			ROCKY
		(continuing; to dog)
	... Come.


								96.


INT. GOLDMILL'S GYM - NIGHT

Rocky arrives at Goldmill's Gym... He unlocks the gym's door.
Rocky and the dog move through the eerie shadows of the gym.

Rocky moves across the gym with his dog and moves up the
steps to Mickey's office... At the top of the stairs he
looks down at the ring, reflects for a moment, then enters
the office.

INT. MICKEY'S OFFICE - NIGHT

After turning on the lights, he quickly cleans the cluttered
desk and sets up the projector... He goes to the cabinet and
removes a stack of 16 mm films.

					DISSOLVE TO:

INT. MICKEY'S OFFICE - SEVERAL HOURS LATER

The office clock indicates it is several hours later.  Rocky
is engrossed in watching another Apollo Creed film.  He sits
motionless.

Rocky sits upright.  Something catches his eyes... He
springs at the projector.  He reruns the scene several times.

					DISSOLVE TO:

INT. MICKEY'S OFFICE - SEVERAL HOURS LATER

Several hours later Rocky is engrossed in watching another
Apollo Creed film... He sits motionless.  Something catches
his eye.  Rocky stops the projector as Apollo is delivering
a knockout blow to an unfortunate opponent.

Rocky moves right up to freeze frame and inspects it like it
was a priceless painting... He backs off and begins writing
on a note pad.

					DISSOLVE TO:

INT. MICKEY'S OFFICE - DAWN

The first light of dawn streams through Mickey's filthy
windows... Rocky is slumped in a chair and it is apparent he
has lost interest in watching the movies.

The film has completed its run through the projector and
lazily flops around on the top reel... Listlessly Rocky rubs
his reddened eyes.


								97.


The door opens and Mickey flips on the light... The two men
stare at each other for a long moment.  Mickey studies
Rocky's despondent expression and knows what is on the
fighter's mind.

			MICKEY
	... I know what you're
	thinkin'm kid -- At least ya
	gotta shot -- All ya can do is
	try ya' best.

Rocky stands and, with his dog, inches past Mickey and exits
the room.  Mickey walks over and turns off the projector.
He idly pushes the machine with a lazy motion until it
slides off the desk and crashes to the floor.

EXT. STREET - DAWN

After leaving Mickey's gym, Rocky and his dog listlessly
move down the street and head for home.

INT. ROCKY'S APARTMENT - DAY

Rocky arrives at his apartment... Adrian is asleep on the
couch.  He lowers himself beside her.  Her eyes open.

			ROCKY
	... Can't do it.

			ADRIAN
	... What?

			ROCKY
	... I can't beat him.

			ADRIAN
	Apollo?

			ROCKY
	Yeah, I can't beat him.

Adrian touches his face.

			ROCKY
	I been watchin' the movies --
	studyin' -- He ain't weak
	nowhere.

			ADRIAN
	What're we going to do?

			ROCKY
	... I dunno.


								98.


			ADRIAN
	Oh, Rocky -- you worked so hard.

			ROCKY
	It ain't so bad, 'cause I was
	a nothin' before --

			ADRIAN
	Don't say that.

			ROCKY
	C'mon, it's true -- But that
	don't bother me -- I just
	wanna prove somethin' -- I
	ain't no bum... It don't
	matter if I lose... Don't
	matter if he opens my head...
	The only thing I wanna do is
	go the distance -- That's all.
	Nobody's ever gone fifteen
	rounds with Creed.  If I go
	them fifteen rounds, an' that
	bell rings an' I'm still
	standin', I'm gonna know then
	I weren't just another bum
	from the neighborhood...

Adrian touches Rocky's face... The fighter gently lowers
himself beside his woman.

			ROCKY
		(continuing)
	... No foolin' around.

INT. ARENA - NIGHT

It is the night of the Bicentennial fight... The location is
the Philadelphia Spectrum.

The Spectrum is filling to capacity... Grandly dressed
celebrities and wealthy fight fans lower themselves into
their ringside seat.  Nearly everyone is holding a red,
white, and blue sweater...

The arena is decorated in tons of patriotic red, white and
blue.  High above the ring are huge posters of GEORGE
WASHINGTON - ABE LINCOLN - DR. MARTIN LUTHER KING, JR. - BEN
FRANKLIN - and APOLLO CREED.

INT. APOLLO'S DRESSING ROOM - NIGHT

Apollo Creed sits in his dressing room... It is dead silent
except for some NOISE that filters under the door from the
arena.


								99.


It is a CLOSE-UP of Apollo's hand being taped... The RASPING
SOUND of the adhesive tape is very pronounced.

INT. ROCKY'S DRESSING ROOM - NIGHT

The atmosphere is identical to Apollo's dressing room.
Adrian watches in silence as Mike wraps Rocky's hand.

Again, the most pronounced SOUND is the RASPING of the
adhesive tape.

INT. APOLLO'S DRESSING ROOM - NIGHT

Apollo's other hand is being wrapped.  Dead silence except
for the TAPE and APOLLO'S BREATHING.

INT. ROCKY'S DRESSING ROOM - NIGHT

Rocky's other hand is being wrapped in a CLOSE-UP.  The only
SOUND is the TAPE and ROCKY'S mounting BREATHING PATTERN.

INT. APOLLO'S DRESSING ROOM - NIGHT

CLOSE-UP of drops being placed in his nose to help increase
his intake of oxygen.  The tremendously magnified SOUND of
APOLLO TAKING IN AIR.

INT. ROCKY'S DRESSING ROOM - NIGHT

CLOSE-UP of the drops being placed in Rocky's nose.

INT. APOLLO'S DRESSING ROOM - NIGHT

A heavy coating of vaseline is applied around the Champion's
eyes... In an EXTREME CLOSE-UP, the eyes shine brightly with
the grease.

INT. ROCKY'S DRESSING ROOM - NIGHT

Grease is smeared around Rocky's eyes... In the EXTREME
CLOSE-UP several deep scars are SEEN.

INT. APOLLO'S DRESSING ROOM - NIGHT

CLOSE-UP of Apollo's trainer digging his fingers deeply into
the thick neck muscles of Apollo's upper back and neck.

INT. ROCKY'S DRESSING ROOM - NIGHT

CLOSE-UP OF Mike's arms wrapped around Rocky's waist and
lifting his diaphragm up... Magnified BREATHING ROARS from
the screen.


								100.


INT. APOLLO'S DRESSING ROOM - NIGHT

Apollo's trainer slips a mouthpiece into Apollo's mouth.
Apollo shakes his head and the trainer removes it and places
another one in the champ's mouth... Creed nods yes.

INT. ROCKY'S DRESSING ROOM - NIGHT

Everyone present is motionless as Rocky is in the bathroom.
Alone, Rocky is on his knee praying.  Completing his silent
prayer, he stands and looks at himself in the mirror.
Suddenly a wave of emotion sweeps over him as he thinks that
in a few moments he will face the most overwhelming challenge
of his life.

Out in the dressing room, the door opens and a guard leans
in and nods that it is time.  He leaves... Rocky steps out.

			MICKEY
	... It's time, kid.

Rocky nods and moves toward Adrian.

			ADRIAN
	... I'll wait for you here.

Rocky nods and she kisses him.  The fighter leaves with his
trainers... Adrian is on the verge of tears.

INT. HALLWAY - NIGHT

Rocky, Mickey and Mike start down the long hallway... Up
ahead are three security guards... Rocky rubs his bare
shoulders.

			ROCKY
	Yo, Mick, can I have my rob?

Rocky puts on the robe... Embroidered across the back in
flaming letters is:

	"THE ITALIAN STALLION"

			*Pennzoil*

Mike helps him into the robe... Mickey is not amused.

			MICKEY
	Don't you care what the people
	will say?

			ROCKY
	... I'm doin' it for a friend.


								101.


			MICKEY
	Whatta you get outta this?

			ROCKY
	I get the robe an' Paulie gets
	three grand.

			MICKEY
	... Shrewd.

INT. ARENA - NIGHT

TWO RINGSIDE COMMENTATORS sit in front of a panel of closed
circuit televisions.

			COMMENTATOR #1
	We would like to welcome our
	viewing audience to the Grand
	World Championship Bicentennial
	Heavyweight Fight -- the first
	major event of the Bicentennial
	Year... A point of interest is
	that the fight is being beamed
	to more than seven hundred and
	fifty million fans in theatres
	in nearly every corner of the
	world.  I would like to
	welcome an old friend, and co-
	commentator for this evening's
	event -- Jimmy Michaels.

			COMMENTATOR #2
	Thank you, Bob.  The
	electricity is everywhere
	tonight.  Rocky Balboa, a
	fifty-to-one underdog, is
	living a Cinderella story
	which has captured peoples'
	imaginations all over the
	world -- to quote a popular
	sports magazine, 'The fighting
	style should be 'The Caveman
	Against the Cavalier.' From
	the increase in sound it
	appears the challenger is now
	approaching the ring... His
	record is forty-four wins,
	twenty losses and thirty-eight
	knockouts.

			COMMENTATOR #1
	I only wonder if this man has
	the skill to go past three
	rounds -- Vegas odds say, 'no.'


								102.


ANOTHER ANGLE

A wedge of uniformed guards knife down the aisle to the ring.
Many people wish Rocky well as he passes... people also hurl
insults.  From the expression on Mickey's face it is also
the greatest night of his life.  In the audience are familiar
faces from the gym.  From the back of the arena a ROAR goes
up... Apollo Creed is in a mock boat dressed like George
Washington.  He throws silver dollars.  The NOISE builds to
DEAFENING proportions.  Creed's trainer holds the rope and
Creed bounds into the ring.  He tears off the Washington
outfit and it is clearly SEEN that Apollo Creed is garbed in
an outrageous Uncle Sam outfit... On his head is a red,
white and blue sequined top hat.  The robe is sequined red,
white and blue.  His boxing trunks are red, white and blue
silk with stars around the waistband.  The boxing shoes
match the trunks.  On his chin is a pointed white Uncle Sam
beard.

			COMMENTATOR #2
	You could go deaf with the
	noise -- it undoubtedly means
	Champion Apollo Creed is
	heading towards the ring --

			COMMENTATOR #1
	Am I seeing right?  Creed is
	approaching the ring in a boat.
	Is he supposed to be George
	Washington?  Obviously so.

			COMMENTATOR #2
	It's been confirmed that it is
	definitely an impersonation of
	George Washington -- a great
	way to start 1976 off.

			COMMENTATOR #1
	I agree.

Immediately Creed begins gracefully dancing in a wide circle.
He passes within inches of Rocky in his Uncle Sam outfit.

			APOLLO
	I want you!  I want you!

The crowd loves the taunting.  Apollo Creed floats back to
his corner.

			MICKEY
	Don't let 'im get you tight.


								103.


			ROCKY
	Whatta ya think that outfit
	cost?

ANOTHER ANGLE

The ANNOUNCER steps to the center of the ring... Several men
in suits stand against the ropes... Paulie is dressed nicely
and sits at ringside with a pretty blonde escort.  Rocky
waves at him.  Paulie waves back and secretly gestures at
his date... Rocky smiles and gestures back.

			ANNOUNCER
	Ladies and gentlemen --
	Welcome to the Bicentennial
	Heavyweight Championship
	Fight... We are very proud to
	have with us four former Great
	Champions... Ladies an' gents,
	'The one and only 'Manassa
	Mauler' -- Jack Dempsey!'

The CROWD ROARS and JACK DEMPSEY waves and goes to Creed's
corner, then Rocky's.

			DEMPSEY
	Good luck, kid.

He moves off.

			ROCKY
		(to Mickey)
	Christ, Jack Dempsey.

ANOTHER ANGLE

The Announcer points and the timekeeper RINGS the BELL.

			ANNOUNCER
	Former Middleweight Champion --
	'The Bronx Bull' -- Jake
	LaMotta!

JAKE LA MOTTA raises his fist and gives best wishes to both
contenders... Timekeeper RINGS the BELL.

ANOTHER ANGLE

			ANNOUNCER
		(continuing)
	The man with the big punch --
	Everybody's favorite, 'The
	Brown Bomber ' -- Joe Louis!


								104.


JOE LOUIS bows and steps to Creed's corner.  Creed strikes a
boxing pose and Louis tosses a playful punch.
			ROCKY
	They must be friends.

ANOTHER ANGLE

			ANNOUNCER
	Now, last but certainly not
	least -- the former Heavyweight
	Champion, a son of Philly,
	Smoking Joe Frazier!

FRAZIER rumbles to the center of the ring.  The CROWD CHEERS.
Apollo puts on a show... He grimaces and gestures like he's
going to attack Frazier.  His cornermen hold him back.  They
laugh.  Frazier goes to Rocky's corner.

			FRAZIER
	Save some of him for me.

ANOTHER ANGLE

The Commentators beckon to Frazier as he exits the ring.

			COMMENTATOR #1
	The former champ looks great --
	Can we get Joe over here --
	here he comes.

Joe Frazier stands in front of the Commentators.

			COMMENTATOR #1
		(continuing)
	Joe, what are your feelings
	about tonight's fight?

			FRAZIER
	Well, I think any man who
	works an' trains hard always
	gotta chance.

			COMMENTATOR #2
	You look in great shape, Joe.

			FRAZIER
	I'm always in shape.

Joe laughs and exits.  The timekeeper RINGS the BELL.


								105.


ANOTHER ANGLE

			ANNOUNCER
	... Now for the evening's main
	event -- In the corner to my
	right, The Challenger, wearing
	white trunks -- At one hundred
	an' ninety-one pounds, one of
	Philly's own sons -- 'The
	Italian Stallion,' Rocky Balboa!

A good CROWD RESPONSE.

ANOTHER ANGLE

			ANNOUNCER
	In the far corner, wearing
	red, white an' blue -- Weighing
	in at two hundred and ten
	pounds -- Undefeated in forty-
	six fights -- the Heavyweight
	Champion of the World -- 'The
	Master of Disaster' -- Apollo
	Creed!

The arena EXPLODES and Creed puts on a display of hand speed.

ANOTHER ANGLE

The REFEREE motions to both fighters... They step to the
center of the ring.  As the Referee explains the rules
Apollo and Rocky stare hard into each other's eyes... The
Referee's voice fades and the fighters' expressions fill the
screen... Something soulful and frightening is being
communicated.

			REFEREE
	... Now come out fighting.

The fighters return to their corners.

			MICKEY
	God bless ya, Rock.

			ROCKY
	Thanks, Mick -- I'm gonna try.

ANOTHER ANGLE

The BELL RINGS... Creed dances forward and boxes Rocky as
though he considers the man an amateur.


								106.


ANOTHER ANGLE

			COMMENTATOR #1
	The Champ stings the slower
	challenger with jabs at
	will -- Balboa blocks eighty
	percent of the blows with his
	face -- Creed doesn't look the
	best he's ever been but is
	moving smoothly -- Creed snaps
	out a triple combination that
	backs Balboa into a corner --
	oh, a solid hook by Creed, a
	master of fist-men.

			COMMENTATOR #2
	The Champion is smiling and
	toying with the man -- trying
	to give the fans their money's
	worth and make a show of it
	with the badly out-classes
	challenger -- Another left to
	right combination.  I feel
	sorry for --

			COMMENTATOR #1
	Creed is down!!!

ANOTHER ANGLE

Rocky suddenly explodes with an upswing hook to the jaw.
Creed is dropped.  The arena EXPLODES.  Creed's eyes show
disbelief.  So do Rocky's.

Rocky backs into his corner... Mickey and Mike yell at him.

			MICKEY
	You can do it!  Goddamnit, you
	got the power!  The body, get
	the body!!!  Ya got him goin'!

			REFEREE
	Six!... Seven!... Eight!...

Creed is up... His playful attitude is gone... he is now all
business.  His lightning jab stings Rocky's face repeatedly.

			APOLLO
	... Come at me, sucker!

Rocky charges and a terrific right crashes against Apollo's
chin, followed by an uppercut to the liver that causes Creed
to cringe...


								107.


Apollo counters with jabs and Rocky whips brutal combinations
to the body.

The BELL RINGS.

ROCKY'S CORNER

			ROCKY
	How am I doin'?

			MICKEY
	Real good.

			ROCKY
	See how fast he is -- damn!

			MICKEY
	Breathe deep -- Keep ya chin
	down!!  Use the legs and drive
	through 'im.  Attack --
	Attack -- Attack!

APOLLO'S CORNER

Apollo does not sit.  He stands and clowns with the
spectators to prove he is not hurt.

			APOLLO
		(to Trainer)
	... That boy damn near broke
	my arm.

			TRAINER
	Sure -- He can hit -- Don't
	play no more -- Stick an'
	move, hear?

			APOLLO
	I'll carry him 'till the third.

			TRAINER
	Don't play with this man, he's
	fightin' hard -- Let 'em feel
	some real heat!

ANOTHER ANGLE

The BELL for the second round RINGS... Rocky rushes out fast
and furious.  Apollo melts out a left hook that raises a
goose egg over Rocky's eye... Apollo employs footwork that
dazzles Rocky.  He has class.  He studies Rocky and employs
his lightning jab with cutting accuracy. Still Rocky shuffles
ahead, bombarding Creed's midsection with hooks.


								108.


ANOTHER ANGLE

The round ends with Apollo assaulting Rocky with blinding
combinations and delivering a stupendous right cross that
flings Rocky into the ropes and shatters his nose... The
round ends.

ANOTHER ANGLE

Apollo stands in his corner and jokes with the fans, but he
is beginning to show the strain from the body punches.

			APOLLO
	Man, I rearranged his face
	with that right -- The people
	love what's happenin' tonight.

			TRAINER
	People nothin', you in a
	fight, my man, -- ya best
	believe what you hear... Knock
	that boy out soon an' let's go
	home.

ANOTHER ANGLE

Rocky sits as Mickey and Benny try to reduce the swelling
around his eyes... The nose is shattered.

			MICKEY
	Ya nose is broke.

			ROCKY
	Damn!  How's it look?

			MICKEY
	Can't hardly tell.  Don't
	swallow the blood -- Go for
	his ribs.  Don't let 'im
	breathe.

			ROCKY
	... The guy's great.

			MICKEY
	Why don't ya tell 'im you're a
	fan!

ANOTHER ANGLE

The Commentators are caught up in the action.  They speak
rapidly into their microphones.


								109.


			COMMENTATOR #2
	If you had asked anyone who
	knows boxing, they never
	would've predicted a first
	round knockdown and the second
	round punishment to the body
	of the Champion... Most
	fighters will tell you,
	receiving a good body punch is
	the next worst thing to dying.

			COMMENTATOR #1
	Round three ready to start and
	should be interesting to see
	if Creed can put the challenger
	away -- there goes the bell.

ANOTHER ANGLE

Round three... Apollo comes out dancing.  He skips and side-
steps Rocky's sledgehammer hooks.  An expert ring general,
Apollo uses the ring fully.  Rocky keeps tearing in and
Creed meets the bombing attack that cause thick swelling...
Near the end of the round Rocky fires a penetrating punch to
the heart.

			COMMENTATOR #1
	Apollo almost sprints out of
	his corner -- feints and
	throws a pair of left-right
	combinations.  Balboa drops
	beneath a left upper cut and
	lands a very solid shot on
	Creed's temple -- not much
	movement from Balboa, duck a
	left, a right, another left
	and explodes with a right hook
	to the temple -- I mean
	explodes.  The Champ backs off.

			COMMENTATOR #2
	There's no way Apollo expected
	this kind of hitting power.

			COMMENTATOR #1
	No way -- but the brilliant
	ability of the Champion to
	master situations like this is
	one of his most outstanding
	traits -- Creed tosses a
	perfect right hand that rocks
	Rocky.
			(MORE)


								110.


			COMMENTATOR #1 (CONT'D)
	Creed on the offensive --
	Balboa takes the punishment
	and counters with a left flush
	over the heart... that hurt.

The wallop knocks Apollo off balance... The CAMERA GOES TO A
STEEP ANGLE SHOT from the floor, VERTICALLY UP Apollo's body.
The SCENE GOES INTO SLOW MOTION... Rocky releases a
terrifying uppercut that opens a gash under Creed's eye.
Creed's face contorts with excruciation.

			TRAINER
		(yelling)
	Cover your face!  Cover up!
		(to Assistant)
	My man's cut, my man's
	bleedin' -- Get ready!

ANOTHER ANGLE

The BELL SOUNDS.  Apollo's corner works frantically to close
the wound... The ring DOCTOR inspects the cut.

			TRAINER
	Bad?  Talk to me, man!

			DOCTOR
	Deep, but passable.

			APOLLO
		(staring at Rocky)
	... That man's takin' his job
	too serious.

			TRAINER
	He's movin' to your left --
	don't let him no more -- dance
	and stick, hear?  Don't
	play -- I know what ya feelin',
	but don't play.

			APOLLO
	He got lucky.

			TRAINER
	Luck!  You fightin' a crazy
	man -- but you got him hurt
	bad.
		(to Assistant)
	More ice, now!


								111.


ANOTHER ANGLE

Rocky's face is in very bad shape, not cut, but wretchedly
swollen around the eyes.

			MICKEY
	How you holdin' up, kid?

			ROCKY
	Fine... That guy's great.

			MICKEY
	Gimme the water!  Ya getttin'
	tagged with his right.  I
	think you should feint left
	and high hook 'im -- Benny,
	check the eyes!  Can ya see?

			ROCKY
		(standing)
	See what?

			MIKE
	Ya sappin' his strength --
	He's losin' steam.

			ROCKY
	He ain't losin' nothin'.

			MICKEY
	Keep on him -- You're doin'
	great.

SERIES OF SHOTS

In the next ten rounds, Apollo cuts and slashes Rocky to
ribbons, but pays dearly... Both his eyes and lips are cut.
Welts across his midsection attest to Rocky's body-battering.

INT. ROCKY'S DRESSING ROOM - NIGHT

Adrian is unable to remain alone... She is lured by the
GROWING ROAR OF THE FANS... She exits the dressing room.

INT. ARENA HALL - NIGHT

Stepping out of the dressing room she walks down the corridor.
The MOUNTING CHEERS make her speed up.  She opens the door
at the end of the corridor and is hit by a THUNDEROUS WAVE
OF SOUND.  The guard at the door inspects her and goes back
to watching the fight.


								112.


INT. ARENA - NIGHT

Adrian stands at the rear of the arena and watches the
battle.  She is entranced by the power of it all.

Back in the ring, Rocky keeps grinding ahead.  He plants a
thumping left over the Champion's heart and Creed winces...
Rocky is game but losing.

At ringside Paulie is frantic... He is living the fight from
his seat.

Mr. Gazzo and his Bodyguard watch from the second row.
Gazzo looks proud.  The Bodyguard, impassive.

INT. ANDY'S BAR - NIGHT

A huge and lively crowd look up at the television over the
bar... They see Rocky driving Creed against the ropes and
cheer loudly.

			ANDY
	... The Rock's got real stones.

INT. ARENA - NIGHT

The men are fighting with appalling tenacity.  Rocky rips
and tears into the body... Apollo counters with a ceaseless
stream of rapier-like lefts... The Challenger is seriously
outclassed.

			APOLLO
	C'mon -- Lemme cut yo'!

Rocky wades in and Creed employs incredible footwork.  He
sets himself and cuts loose with a thunderbolt right cross
to Rocky's already broken nose.  Blood sprays from the wound
and red droplets drip from his chin...

Rocky takes a merciless beating and is staggered by a
torrent of combinations.  Rocky's eyes are closed.  But
Creed cannot drop him... The BELL RINGS.

ANOTHER ANGLE

The Commentators shift in their seats.

			COMMENTATOR #1
	Without a doubt this is the
	most punishing brawl I have
	ever seen -- The ringside
	audience is spotted with blood.
			(MORE)


								113.


			COMMENTATOR #1 (CONT'D)
	This fight should have been
	stopped rounds ago but Rocky
	Balboa refuses to fall --

			COMMENTATOR #2
	Not only has he refused to
	fall, but he has beaten the
	Champion's body without mercy
	and the bout has become a
	vicious slugfest.

ANOTHER ANGLE

Apollo's corner is in turmoil... The Champion is definitely
hurt.

			APOLLO
	My side.

			TRAINER
		(to Assistant)
	Get that doctor.

			APOLLO
	No doctor!

			TRAINER
	You're hurtin', man!

			APOLLO
	No doctor!... I'm feelin'
	good, bro!

ANOTHER ANGLE

In Rocky's corner, things are frantic.  His eyes are swollen
shut.

			MICKEY
	Wanna keep goin'?

			ROCKY
	Would you keep goin'?

			MICKEY
	... Yeah.

			MIKE
	No more, ya wanna lose an eye?
	No more.


								114.


			ROCKY
	Open my eyes -- Please, open
	my eyes!

Mickey nods to Benny.  He secretly places a small ring knife
between his index and middle finger.  In one smooth movement
he drags the razor over the blood welts and quickly covers
the draining wounds with gauze... It is done so quickly no
one is ever aware of the operation.

ANOTHER ANGLE

At the rear of the arena Adrian looks transfixed at the ring.
She is caught up in the heat of the battle.

ANOTHER ANGLE

The BELL RINGS for round fourteen.  Rocky bores in close,
but Apollo still has spring in his legs.  He seems determined
to end it this round... Apollo catches Rocky flush on the
jaw.  Rocky is staggered.  Like a wolf, Apollo cuts loose
with pure savagery.  Rocky is driven against the ropes and
receives a devastating beating from the Champion... Rocky is
dropped.

Rocky sits stunned in the middle of the ring... Everything
is a distortion.  He looks for familiar faces as though to
ask for help... Mickey and Mike scream frantically for him
to stay down.

			REFEREE
	Six -- Seven -- Eight --

Rocky gets to his feet and tenses with renewed energy.  He
is like a wounded wild animal.  The tide suddenly turns.
Rocky drops low and catches Apollo with a pair of terrific
body punches that seem to drive Apollo's diaphragm up to his
throat... A CRACK is HEARD.  A glaze of pain covers Apollo's
eyes.  It is only a supreme effort that keeps the Champion
upright... Apollo is badly hurt.  He is bent over.

Rocky moves towards Apollo.  Apollo flicks dread jabs into
Rocky's eyes... The Italian wades in with punches that seem
to bulge out Apollo's back.  Creed takes the punishment like
a stoic.

Blood is running from Apollo's mouth.  In the clinch he
leans over Rocky and it drips down the Italian's neck and
shoulders.  Apollo shields his wound from the ringside
judges and continues to fight.


								115.


ANOTHER ANGLE

The BELL RINGS.  Apollo's men rush out and guide him to his
corner.

			APOLLO
	... Ribs broke --

Blood trickles from the corner of Apollo's mouth.  The
Trainer feels the ribs.

			TRAINER
	Yo' bleedin' inside, man --
	Get that doctor.

			APOLLO
	One more round.

			TRAINER
	Don't kill yourself, man --
	Let the doctor stop the fight.

			APOLLO
	... Stop jivin'!

			TRAINER
	Cover the ribs -- Look here,
	elbow down, tight -- Tight --
	stand straight -- you're the
	best, you're the best!

			APOLLO
	... Thanks.

ANOTHER ANGLE

Rocky no longer resembles himself... His face has completely
been beaten to jelly, but his mood is buoyant.

			ROCKY
	How I look out there, Mick?

			MICKEY
		(truly worried)
	Great, kid, great.

The ring Doctor leans over Rocky and checks the eyes.

			DOCTOR
	One more round -- How do you
	feel?

Rocky is approaching the supreme moment of his life.  He
cannot be bothered with pain or doctors.


								116.


			ROCKY
	Fine -- Go away, I'm gonna
	make it -- I'm gonna make it!

Everyone is distraught over Rocky's dangerous condition.

			MICKEY
	We gotta stop it, kid.

			MIKE
	Ya gave it ya best shot!

			MICKEY
	Nobody's gonna say ya didn't
	give ya all.  I can't let ya
	go out.

Rocky stands and eyes them all.

			ROCKY
		(impassioned
		and quietly)
	I'll kill ya all... Don't stop
	nothin' --

ANOTHER ANGLE

The BELL RINGS... Apollo moves cautiously out of his corner
and circles to Rocky's right.

ANOTHER ANGLE

The Commentators stare unansweringly at the fighters.

			COMMENTATOR #1
	The fight has slowed down to a
	near stand-still -- Creed
	circles to Rocky's right...
	The spectrum is nearly
	silent -- Neither fighter has
	made a motion to throw... I've
	never seen anything like it in
	the last round of a
	championship fight... Apollo
	spits blood on the canvas.  It
	appears he is protecting his
	right side.  His ribs were
	probably injured at the end of
	round fourteen.
			(MORE)


								117.


			COMMENTATOR #1 (CONT'D)
	It's confirmed, unofficially,
	Creed's ribs may be broken --
	Apollo fakes a left and throws
	a big tired right -- Balboa's
	mouthpiece is out!  Creed
	attacks with one hand!

ANOTHER ANGLE

Apollo feints and Rocky falls for it.  The Champion unleashes
a lethal blow to the side of the head that jolts Rocky's
mouthpiece into the second row... Rocky sags against the
ropes in a crucified position... The insane crowd leaps to
their feet.

ANOTHER ANGLE

Rocky's bloody teeth snarl at Apollo and he waves him to
come ahead and fight toe to toe... Apollo obliges with a
weary but effective burst of rights and lefts that have K.O.
written on every punch.  Rocky counters the assault blow for
blow.

			ROCKY
	Gimme ya best!!!!

Mickey looks at the clock... TEN SECONDS TO GO.

			ROCKY
		(continuing)
	Gimme ya best!!!

Blood sprays over the ropes and onto the ringside
photographers... They are horrified and wipe away the blood.

The fighters stand toe to toe and drag every remaining bit
of strength from their souls and beat each other without
mercy.  They look hypnotized and have entered a dimension
far beyond blood and pain.

			SIX
			FIVE
			FOUR
			THREE
			TWO
			ONE!

ANOTHER ANGLE

The BELL RINGS... The arena EXPLODES with thunderous approval.


								118.


Their cornermen rush to their collapsed fighters... In the
midst of all the confusion both fighters look at each other
with unabashed respect -- They stand like blood-drenched
gladiators on the most dramatic night of their lives.

As though reacting to some unspoken command, they both step
towards each other and embrace... Apollo whispers in Rocky's
ear.

			APOLLO
	... Ain't gonna be no rematch.

			ROCKY
	... Don't want one.

Mickey comes over and separates them and leads him back to
his corner... Mickey embraces him.

ANOTHER ANGLE

The Announcer enters the ring with a microphone.

			ANNOUNCER
	Attention, please!!  Attention!!
	Ladies and gentlemen, tonight
	we have had the rare privilege
	to have witnessed the greatest
	exhibitions of stamina and
	guts ever in the history of
	sports.

The CROWD ROARS.

			ANNOUNCER
		(continuing)
	Ladies and gentlemen -- We
	have a split decision!

ANOTHER ANGLE

Apollo did not expect this and tenses.  His corner nervously
tries to reassure him.  It does no good.

ANOTHER ANGLE

Rocky did not expect this either and looks in confusion at
Mickey, but Mickey is frozen with anticipation.

ANOTHER ANGLE

			ANNOUNCER
	Judge Walker scores it eight-
	seven Creed... Judge Roseman
	scores it eight-seven Balboa.


								119.


ANOTHER ANGLE

Apollo is rigid.  Fear radiates from his eyes.  To lose the
crown on this night after the fight he fought would kill
him... A silence has blanketed the arena.

ANOTHER ANGLE

			ANNOUNCER
	Judge Conners scores it nine-
	six Creed... Winner and still
	Heavyweight Champion of the
	World, Apollo Creed!

ANOTHER ANGLE

Rocky sorely smiles and looks at the waves of CHEERING fans
that circle the ring and reach out towards him... Mickey
grabs Rocky's hand and raises it.  The CROWD ROARS.

			MICKEY
	I don't care what they say,
	you're a winner.

			ROCKY
	Yo, can I have my locker back?

Mickey and Rocky look at each other and grin.  Mickey hugs
Rocky like a son.  Mickey raises Rocky's hand again.  Rocky
turns away from Mickey and pats Benny the cut-man's
shoulder... Benny smiles wearily.  Rocky stares across the
ring at Apollo Creed, who stands victorious, but his face
and body are badly distorted... The two men lock stares that
reflect admiration.

ANOTHER ANGLE

Apollo climbs out of the ring and the fans crush forward
screaming his name and waving red, white and blue banners.

ANOTHER ANGLE

Rocky also climbs out of the ring and waves of frantic well-
wishing fans rumble forward... Mickey's eyes show mounting
apprehension as the fans become abnormally active.

ANOTHER ANGLE

They shove the police aside and clutch wildly at Creed.
Creed's army of bodyguards swing angrily at the crowd but
they are soon engulfed by screaming waves of humanity.
Apollo is suddenly hoisted into the air and is being carried
along by a legion of fans.


								120.


ANOTHER ANGLE

On the opposite aisle Rocky is experiencing the same
overwhelming adulation by his fans but does not seem to be
frightened by it, like Apollo.  Mickey tries his best to
control things but his voice is drowned out in the growing
clamor.  The fans shove the guards aside and hoist Rocky to
their shoulders.

ANOTHER ANGLE

Rocky's and Apollo's fans are aggressively competing against
each other... chanting, 'Creed, Creed, Creed.'

Rocky's fans counter by bellowing, 'Rocky, Rocky, Rocky.'

ANOTHER ANGLE

Paulie tries to get to Rocky but is shoved aside and he
starts swinging.

ANOTHER ANGLE

Both Rocky and Apollo are completely at the mercy of the
crowd.  They are being passed overhead and remain helpless
as their bodies float up the aisle on the sea of hands...
The CHANTING IS DEAFENING.

ANOTHER ANGLE

Fearful that Rocky is in danger, Adrian tries to move
forward.  Running headlong into the crowd, she angles
through the mass to get to Rocky.

ANOTHER ANGLE

She is manhandled and shoved in a multitude of directions,
but she keeps her feet... She sees him.  In the distance,
Rocky floats INTO VIEW and Adrian flattens against the wall
and waits for the procession to pass.

The procession approaches and she clearly sees Rocky's
unbelievably battered but smiling face.  He appears to be
king of the world.

The procession approaches and passes Adrian.  She jumps on
her toes and waves frantically but is not seen.  She screams
Rocky's name... Somehow the delicate voice knifes through
the racket and reaches Rocky.

Rocky frantically looks in all directions and barely manages
to see Adrian jumping up and down waving.  The crowd is
carrying him away.  He attempts to lower himself but the
crowd won't permit it.


								121.


Rocky instead turns and begins climbing across people's
heads and shoulders.  He resembles a man trying to go up a
down escalator.  People are jammed so tightly together Rocky
manages to crawl across them to Adrian.

Still suspended in air, Rocky leans down and Adrian jumps up
and they lock in an embrace.

			ADRIAN
	I love you -- I love you -- I
	love you...

The two are swept along into the greatest night anyone can
remember...

			THE END


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