- Interviewer: Do you hate Rocky?
- Clubber Lang: No, I don't hate Balboa. I pity the fool, and I will destroy any man who tries to take what I got!
- [During Rocky's training with Apollo, he's in an another world, haunted by the first Balboa-Lang fight; Apollo lands some practice hooks]
- Apollo Creed: He's hooking. He's hooking. He's hooking! Damn, Rock, Come on! What's the matter with you?
- Rocky Balboa: Tomorrow. Let's do it tomorrow.
- Apollo Creed: [Screaming] There is no tomorrow! THERE IS NO TOMORROW! THERE IS NO TOMORROW!
- Apollo Creed: Now, when we fought, you had that eye of the tiger, man; the edge! And now you gotta get it back, and the way to get it back is to go back to the beginning. You know what I mean?
- Interviewer: What's your prediction for the fight?
- Clubber Lang: My prediction?
- Interviewer: Yes, your prediction.
- [Clubber looks into camera]
- Clubber Lang: Pain!
- Adrian: ...you gotta want to do it for the right reasons. Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you. Just you. Just you alone.
- Rocky Balboa: And if I lose?
- Adrian: Then you lose. But at least you lose with no excuses, no fear. And I know you can live with that.
- Apollo Creed: You know, Stallion? It's too bad we gotta get old, huh?
- Rocky Balboa: Ah, just keep punchin', Apollo... you want to ring the bell?
- Apollo Creed: Alright... Ding Ding.
- [Crowd yelling/disapproves Rocky's choice to retire; Clubber appears in the crowd]
- Clubber Lang: Getting out while you can? Don't give this sucker no statue. Give him guts! I told you I wasn't going away. You got your shot, now give me mine.
- Mickey: [Telling Clubber to go away] Why don't you get the hell out of there?
- Clubber Lang: Shut up, Old Man! I ain't goin' nowhere. Why don't you all these nice folks why you been duckin' me? Politics, man. This country want to keep me down. Keep everybody weak. They don't want me to have the title because I'm not a puppet like that fool up there.
- Rocky Balboa: You know, you got a big mouth, you know?
- Clubber Lang: Well, why don't you come down here and close it, Balboa? Come on. Come on.
- Rocky Balboa: [turning cross] Anytime.
- Mickey: This guy's crazy. Don't listen to him.
- Clubber Lang: The little man don't wanna come to me. Then I'll come to you people to lay out the truth. I am ranked Number One. ONE! That means I'm the best! But this bum been taking the easy matches, fighting other bums. I'm telling you and everybody here, I'm fight him anywhere, anytime, for nothing.
- [crowd shouting]
- Clubber Lang: But you people ain't never gonna see that happen because he's gonna retire. You see, he don't fight no real man. He fights those setups.
- Rocky Balboa: What?
- Mickey: [yells] You're a disgrace to this sport!
- Clubber Lang: [Screams] Shut up, Old Man! You don't know what I had to come from! Balboa, your family doin' real nice, ain't it, and you call yourself a fighter? Prove it now. Give me that same chance. The way you been duckin' is a disgrace. If he ain't no coward, why don't he fight me then?
- Rocky Balboa: I can't listen to any more of this. Anytime you want...
- Mickey: [extremely angry; Screams] I don't care what you're ranked! You don't get no shot AND I MEAN THAT!
- Rocky Balboa: What are you doing? I wanna fight this guy.
- Mickey: Well, you got him. But you'll fight him without me.
- Rocky Balboa: What are you saying?
- Mickey: It's finished. Yes, I'm finished. I don't want no more of this. I don't want no more of it! You understand? None of it! It's over with!
- [Mickey walks away from the crowd in frustration]
- Clubber Lang: [Calling to Adrian; Smooth talks] Hey, Woman. Hey, Woman! Listen here. Since your old man ain't got no heart, maybe you like to see a real man. I bet you stay up late every night dreamin' you had a real man, don't ya? I'll tell you what. Bring your pretty little self over to my apartment tonight, and I'll show you a real man.
- Rocky Balboa: [loses his temper completely; Screaming] You want it, you got it! YOU GOT IT!
- [Both Rocky and Clubber taunt and yells; crowd clamors]
- Rocky Balboa: [Screaming continues] I'll see you in the ring! You got it!
- Apollo Creed: See that look in their eyes, Rock? You gotta get that look back, Rock. Eye of the tiger, man.
- Clubber Lang: I'm the baddest man in the world!
- Rocky Balboa: You don't look so bad to me.
- Clubber Lang: What you say, Paper Champion? I'm gonna beat you like a dog, a dog, you hear me!
- Clubber Lang: [before the rematch with Rocky] Hey, boy. Hey, boy. After I crucify him, you next.
- Apollo Creed: Just stay outta my face, chump.
- [turns his back on Clubber]
- Clubber Lang: Don't turn your back on me, sucka!
- [he shoves Apollo and a melee breaks out]
- Rocky Balboa: [after the scuffle is broken up] I thought you said be cool!
- Apollo Creed: That *was* cool!
- Rocky Balboa: I said why you doin' this?
- Mickey: Because you can't win, Rock! This guy will kill you to death inside of three rounds!
- Rocky Balboa: You're crazy.
- Mickey: What else is new?
- Rocky Balboa: He's just another fighter.
- Mickey: No, he ain't just another fighter! This guy is a wrecking machine! And he's hungry! Hell, you ain't been hungry since you won that belt.
- Rocky Balboa: What are you talkin' about? I had ten title defenses.
- Mickey: That was easy.
- Rocky Balboa: What you mean, "easy"?
- Mickey: They was hand-picked!
- Rocky Balboa: Setups?
- Mickey: Nah, they wasn't setups. They was good fighters, but they wasn't killers like this guy. He'll knock you to tomorrow, Rock!
- Rocky Balboa: [Preparing to fight Thunderlips] Hey Mick what do you think this guy eats?
- Mickey: About 202 pounds.
- Wrestling referee: [Introducing Rocky] ... Weighing in at 202 pounds...
- [Rocky gives Mickey a look, and Mickey grins in response]
- Apollo Creed: Now, when you beat me, you beat me by one... ONE... second. Now do you know what something like that does to a man of my intelligence?
- Rocky Balboa: I thought you said you got over it.
- Apollo Creed: I lied.
- Rocky Balboa: Nobody owes nobody nothin'. You owe yourself.
- Paulie: You're wrong! Friends owe!
- Rocky Balboa: Friends don't owe! They do because the wanna do.
- Paulie: Shut your freakin' mouth. You been keepin' me down!
- Rocky Balboa: Down? You know, you're like a crazy brother to me, Paulie, you really are. So I'm gonna tell ya something and I want you to listen because I really mean this. You ain't down. And you ain't even a loser. You're just a jealous, lazy bum.
- Paulie: Alright, I'm gonna break your freakin' mouth up! I'm gonna break your freakin' mouth up!
- [Paulie throws punches at Rocky and Rocky blocks them]
- Paulie: [exhausted] Can I have a job?
- Rocky Balboa: All you had to do was ask.
- [starts walking toward Rocky's car]
- Rocky Balboa: Hey, you know, you punch pretty good.
- Paulie: Really?
- Rocky Balboa: Absolutely.
- Paulie: [looking at Rocky's car] This new?
- Rocky Balboa: Yeah.
- Paulie: Cost a lot?
- Rocky Balboa: Yeah, a few bucks.
- Paulie: Got an extra one?
- [Rocky and Thunderlips have completed their exhibition match, which has been more violent than Rocky expected]
- Thunderlips: Good match.
- Rocky Balboa: Hey why'd you get so crazy on me out there?
- Thunderlips: That's the name of the game.
- Paulie: [referring to African-Americans] I don't like these people.
- Rocky Balboa: You don't like em'? Well maybe they don't like you either Paulie.
- Paulie: [in awe] What'd I ever do to them?
- Rocky Balboa: [looks at Adrian] And they call ME "Punchy".
- Thunderlips: To all my love slaves out there: Thunderlips is here. In the flesh, baby. The ultimate male versus... the ultimate meatball. Ha, ha, ha.
- Apollo Creed: [during the rematch with Lang] He's gettin' killed out there!
- Paulie: No, no, no! He ain't gettin' killed; he's gettin' mad!
- Apollo Creed: So I predict that the champ's gonna take this one.
- Sportscaster: Now wait a minute! Do you really think the champ can hit that hard?
- Apollo Creed: Why do you think I'm sitting out here with you?
- [Adrian, deeply concerned, walks towards Rocky on the beach]
- Adrian: Can I talk to you? I wanna ask you something important, and I want you to tell me the truth.
- Rocky Balboa: What?
- Adrian: Why'd you come here?
- Rocky Balboa: I just don't want it no more.
- Adrian: If it's over because you want it to be over, I'm glad.
- Rocky Balboa: I do.
- Adrian: It's just... you never quit anything since I known you.
- Rocky Balboa: I don't know what you want me to say. I mean, what happened? How did everything that was so good get so bad?
- Adrian: What's so bad? Tell me, what?
- Rocky Balboa: I wrecked everything by not thinking for myself. I mean, why couldn't Mickey tell me where I really at right from the start? He didn't have to carry me and lie to me and make me think I was better than I really was when I wasn't.
- [Thunderlips makes his entrance into the arena]
- Mickey: Let's get out of here.
- Rocky Balboa: Aw, c'mon Mick, it's for charity.
- Mickey: You're wearing your anatomy out for charity. Nobody else does this much for charity.
- Rocky Balboa: Bob Hope would.
- Mickey: [pause, nods] That's true.
- Title announcer: We'd like to announce the presence at ringside of a true champion; the Master of Disaster, the Count of Monte Fisto, the one, the only Apollo Creed!
- [Creed enters the ring and walks over to Lang]
- Clubber Lang: [slaps Creed's hand away] Get out of my face! I don't need no has-beens in my corner. And you better wipe that look off your face before I knock it off. You wanna jump, JUMP! Come on! Come on, Creed! Come on!
- Apollo Creed: [Creed walks away to speak to Rocky] Do everybody a favor and knock this chump out.
- Rocky Balboa: Why'd you leave? Why'd you walk away like that?
- Mickey: Life's too short, kid.
- Rocky Balboa: Where you goin?
- Mickey: I'm goin on a permanent vacation.
- Rocky Balboa: What are you talkin about? We got one more fight.
- Mickey: No, no, not me, you.
- Rocky Balboa: Why you doin this?
- [Mickey doesn't answer]
- Rocky Balboa: I said why you doin this?
- Mickey: Because you can't win, Rock! This guy'll kill you to death inside of three rounds!
- Rocky Balboa: You're crazy!
- Mickey: What else is new?
- Rocky Balboa: He's just another fighter!
- Mickey: No he ain't just another fighter. This guy is a wrecking machine and he's hungry! Hell, you ain't been hungry since you won that belt!
- Rocky Balboa: Aw, what are you talking about I've had 10 title defenses?
- Mickey: That was easy!
- Rocky Balboa: What do you mean easy?
- Mickey: They was hand picked!
- Rocky Balboa: Set ups?
- Mickey: Nah they wasn't set ups! They was good fighters but they wasn't killers like this guy. He'll knock you to tomorrow, Rock!
- Rocky Balboa: Jeez, Mick. Why'd you do it?
- Mickey: Because the beating that you got from Apollo should've killed you, kid. It didn't. It was my job to keep you winning and to keep you healthy.
- Rocky Balboa: You really don't think I got nothing left do you?
- Mickey: Well, Rock, let's put it this way. Now, three years ago you was supernatural. You was hard and you was nasty and you had this cast-iron jaw but then the worst thing happened to you, that could happen to any fighter. You got civilized. But don't worry kid. You know, presidents retire, horses retire, Man-o-war retired. They put him out to stud. That's what you should've done, retired.
- Rocky Balboa: I can't retire knowing all this, Mick.
- Title rematch commentator: Do you have any predictions on this fight? How do you see this fight going?
- Apollo Creed: Well, I feel that strength would have to go to the challenger, while experience and the WORLD'S HARDEST HEAD would HAVE to go to Rocky Balboa, and you know I know about that!
- Female fan: Excuse me. Could I get a kiss?
- Rocky Balboa: Yeah, sure.
- [the fan kisses him, but Mickey pushes her back]
- Mickey: Get outta here! Will ya? This is like fighting in a zoo. This is a zoo, you know? Is that the way you train for Clubber? He ain't gonna kiss ya! He gonna kill ya! Ya know that?
- Rocky Balboa: You ain't so bad, you ain't so bad, you ain't nothin'. C'mon, champ, hit me in the face! My mom hits harder than you!
- [Opening scenes; Clubber Lang beats a fighter, making him the #1 contender; threatens and taunts Mickey in the audience]
- Clubber Lang: [Screaming] I want Balboa! I want Balboa! You hear that, Old Man? You tell Balboa to come here! Nobody can beat me! You tell him what I said! And he's NEXT! I'm gonna kill him! Nobody can stop me! You tell Balboa that! I'M COMING AFTER HIM! YOU TELL HIM!
- Apollo Creed: If you stand toe-to-toe with this bum, he'll kill you. It doesn't take a man to stand there and get your head beat off...! He's just a man, Rock, so be MORE man than him! Go get him; Eye Of the Tiger!
- Wrestling referee: Two...
- Thunderlips: No, No, not yet. Not for the meatball. I'm not done with him yet, boy. If I can't break your spirit, I sure enough can break your back!
- [Thunderlips cracks Rocky's vertebrae]
- Clubber Lang: [to Rocky Right Before The Final Fight] Hey fool! You ready for another beating? You shoulda never came back!
- Rocky Balboa: Why are you doing this?
- Mickey: Because you can't win Rock. This guy will kill you to death in three rounds.
- Rocky Jr.: [Rocky as he reads the story about Goldilocks to his son] Then what happened to Goldilocks?
- Rocky Balboa: Happened to her? I'm not exactly sure.
- Paulie: Busted for trespassing and got 30 days in the cooler.
- Rocky Balboa: Oh, that's real nice, Paulie.
- Paulie: Don't listen to it, Rocky.
- Apollo Creed: No, do listen to it Rock. Because when it's over, everybody's gonna owe you an engraved apology. And you're gonna owe me a favor.
- Rocky Balboa: What favor?
- Apollo Creed: When it's over Rock.
- Paulie: [leaving the police station] You wann hear I owe ya? You I owe nothin'!
- Rocky Balboa: No you don't owe me nothin'.
- Paulie: So, what do you want I should do? My sister ain't here?
- Rocky Balboa: She's home.
- Paulie: You know, me and her used to be tight before you come in. I raise her she don't come down.
- Rocky Balboa: She don't know about this.
- Paulie: You can just up and go to hell, you know that?
- Rocky Balboa: Hey, watch your mouth, Paulie.
- Paulie: What? You gonna whack me? I don't sweat you. I don't sweat you!
- Rocky Balboa: Come on, Paulie, why don't you screw your head on right.
- Paulie: My head? You're freakin' head's the one's on wrong.
- Rocky Balboa: Me? What'd I do?
- Paulie: You? Nothin'! You get your face all fixed up. Handsome. Nice clothes. What'd you do for Paulie, anything? This! You give me a lousy, stinkin' ex-lax watch. There!
- [throws his watch on the ground]
- Rocky Balboa: [going to pick up watch] Hey, Paulie, come on.
- Paulie: [kicks watch away] No, no, no leave it down there! It never kept good time anyway. You know, you forget when you were a punk and those guys used to laugh at you because you were so jive? Who used to whack them bums out, huh?
- Rocky Balboa: They laughed at both of us.
- Paulie: Nobody laughed at me. Who was it got you your first woman, huh? Me! Paulie! I was responsible!
- Rocky Balboa: She was pregnant.
- Paulie: So what, you wasn't no prize either. You know I give you, I give you. You buy a new house, right? You move Mick in with you, right? Did you ask me? Is there somethin' the matter with me? I got feelings you, know.
- [points to his heart]
- Paulie: This ain't cardboard.
- Rocky Balboa: Hey, everybody's got 'em, Paulie.
- Paulie: To hell with everybody.
- Rocky Balboa: No, maybe it's to hell with you.
- Paulie: I don't think I want to listen to this crap.
- Rocky Balboa: Come on, you act like everybody owes you a livin'.
- Paulie: Shut your mouth.
- [Thunderlips is holding Rocky in the air; calls to the audience]
- Thunderlips: [yells] No one can believe the superhuman strength of Thunderlips! I am the Man!
- Mickey: Stop him, will -
- [a heart attack occurs]
- Thunderlips: You want this punching bag?
- Rocky Balboa: Adrian!
- Adrian: Rocky!
- Thunderlips: THEN YOU GOT HIM!
- Rocky Balboa: [Screaming] CATCH ME!
- [Tunderlips tosses Rocky out of the ring into the audience]
- Mickey: [Mickey is not pleased with Rocky's exhibition match with Thunderlips] What the Hell goes on inside your head? Anything normal functions?
- Rocky Balboa: Yeah, a few, a few.
- Mickey: I don't think so! Because to fight a guy like this, you need about 100 pounds of brain damage! I seen wrestlers that was bigger than dinosaurs! You ever fight a dinosaur, kid?
- Rocky Balboa: No, Not lately.
- Mickey: They can cause a variety of damage!