Rocky III

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Rocky III is a 1982 film in which Rocky faces the ultimate challenge from a powerful new contender, and must turn to a former rival to help regain his throne as the undisputed fighting champion. It is the third installment in the Rocky film series.

Directed and written by Sylvester Stallone.
The legend continues...The Italian Stallion is back!! (taglines)

Rocky Balboa[edit]

  • You ain't so bad, you ain't so bad, you ain't nothin'. C'mon, champ, hit me in the face! My mother hits harder than that!
  • Nothing is real if you don't believe in who you are!


[Thunderlips makes his entrance into the arena]
Mickey: Let's get outta here.
Rocky: Aw, c'mon, Mick. It's for charity.
Mickey: You're wearin' your anatomy out for charity. Nobody else does this much for charity.
Rocky: Bob Hope would.
Mickey: [pauses] That's true.
[Thunderlips enters the ring]
Paulie: Rocky, you better call Bob Hope.

Title announcer: And fans, with us tonight, truly one of the fistic greats. He's coming up from ringside, the Master of Disaster, the King of Sting, the one and only Apollo Creed.
[Apollo enters the ring and walks up to Clubber]
Clubber: [slaps Apollo's hand away] Get out my face. Don't need nothin' you ain't got no more. Don't need no has-been messin' in my corner. And ya better get that bad look off ya face before I knock it off! C'mon, you wanna jump, then jump. C'mon! C'mon, Creed! C'mon! Yeah, c'mon! Yeah, just like a chicken, you better run.
Apollo: [walks away to speak to Rocky] Give everybody a present and drop this chump, all right?

[the rematch between Rocky and Clubber is about to begin]
Clubber: Hey, fool! You ready for another beatin'? You should've never came back!
Apollo: Don't look at him. Let's just be cool.
Clubber: [to Apollo] Hey, boy. Hey, boy. After I crucify him, you next.
Apollo: Just stay outta my face, chump.
Clubber: [furiously] Don't turn yo' back on me, sucka!!
[he shoves Apollo, and a melee breaks out]
Nahan: We got a brawl before the bell!
[the bell rings, and the fight breaks up]
Clubber: I'm-a get you! I'm-a get you! Let him go! I want him!
Rocky: I thought you said "be cool"!
Apollo: That was cool!

Apollo: [in the ring sparring with Rocky] He's hooking! He's hooking! DAMN, ROCK! COME ON! What's the matter with you?!
Rocky: Tomorrow. Let's do it tomorrow.

[at the statue unveiling, Rocky is considering retirement and the crowd is against it; Clubber Lang appears in the crowd]
Clubber: Gettin' out while you can?! Don't give this sucker no statue. Give him guts! I told you I wasn't goin' away. You got your shot. Now, give me mine.
Mickey: Why don't you get the fuck outta there?
Clubber: Shut up, old man! I ain't goin' nowhere. And why don't you tell all these nice folks why you been duckin' me? Politics, man! This country wants to keep me down. Keep everybody weak. They don't want a man like me to have the title, because I'm not a puppet like that fool up there.
Rocky: You know, you've got a big mouth. Y'know?
Clubber: Why don't you come down here and close it, Balboa? C'mon! C'mon!
Rocky: Anytime.
Mickey: This guy's crazy. Don't listen to him.
Clubber: The little man don't wanna come to me, then I'll come to you people and lay out the truth. I am ranked #1. 1! That means I'm the best. But this bum been takin' the easy matches. Fightin' other bums. I'm telling you and everybody here. I'll fight him anywhere, anytime, for nothin'! [crowd shouts] 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 fight them setups.
Rocky: What?
Mickey: You're a disgrace to this sport!
Clubber: Shut up, old man! You and that chump don't know what I had to come from! Balboa, your family doin' real nice, ain't it? You call yourself a fighter? Prove it now. Gimme 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: I can't listen to anymore of this bullshit. Hey, anytime you--
Mickey: I don't care what you're ranked! You don't get no shot and I mean that!
Clubber: I'm glad you people are seein' this here.
Rocky: What are you doin'? I wanna fight this guy.
Mickey: Well, you got him. But you'll fight him without me.
Rocky: What are you saying?
Mickey: It's finished. Yes. I'm finished. I don't want no more of this. I don't want no more of it! You understand? None of it! It's over with! [exits through the crowd]
Clubber: Judge me by my fight record. [to Adrian] Hey, woman! Hey, woman! Listen here. Since your ol' man here ain't got no heart, maybe you like to see a real man. I bet you stay up late at night dreamin' you had a real man, don't ya? I tell you what? Bring your pretty, little self over to my apartment tonight, and I'll show you a real man.
Rocky: [angrily] YOU WANT IT, YOU GOT IT!

[after the statue unveiling, Rocky finds Mickey packing his suitcase]
Rocky: Why did you leave? Why did you walk away like that?
Mickey: Life's too short, kid.
Rocky: Where are you goin'?
Mickey: I'm goin' on a permanent vacation.
Rocky: What are you talkin' 'bout? We got one more fight.
Mickey: No, no. Not we, you.
Rocky: Why you doin' this? [Mickey doesn't answer, Rocky slams the suitcase shut] I said why you doin' this?!
Mickey: Because you can't win, Rock! This guy'll kill ya to death inside of 3 rounds!
Rocky: You're crazy.
Mickey: What else is new?
Rocky: He's just another fighter.
Mickey: No, he ain't just another fighter. This guy is a wreckin' machine, and he's hungry! Hell, you ain't been hungry since you won that belt!
Rocky: What are you talkin' about? I've had 10 title defenses.
Mickey: That was easy!
Rocky: What do you mean easy?
Mickey: They was hand-picked!
Rocky: Setups?
Mickey: No, they weren't setups. They was good fighters, but they wasn't killers like this guy. He'll knock ya into tomorrow, Rock!
Rocky: Jeez, Mick, why'd you do it?
Mickey: 'Cause the beating that you got from Apollo should have killed you, kid. It didn't. It was my job to keep ya winnin' and to keep ya healthy.
Rocky: You really don't think I got nothin' left, do you?
Mickey: Well, Rock, let's put it this way. Three years ago, you were supernatural. You was hard and nasty. You had this cast iron jaw. But then, the worst thing happened to you that could happen to any fighter. You got civilized. Don't worry, kid. You know, presidents retire, generals retire, horses retire, Man o War retired. They put him out to stud. That's what you should've done, retire.
Rocky: I can't retire knowing all this, Mick.
Mickey: Don't push it.
Rocky: You've been carrying me.
Mickey: We don't need it.
Rocky: You've been carrying me, though.
Mickey: I haven't been carryin' ya, I've been protecting you.
Rocky: Look, I want this fight. Just one more.
Mickey: No, we don't need it.
Rocky: I'll live in the gym.
Mickey: We don't need it.
Rocky: Mick, I do. I'm askin' you to train me one last time.
Mickey: No, I can't.
Rocky: If you don't, I'm gonna tell everybody you ain't bought a new pair of underwear in 10 years.
Mickey: You would, wouldn't you?
Rocky: Yeah. Absolutely.
Mickey: No.
Rocky: C'mon. One more time, then it's over. Deal? Come on, come on.
Mickey: It's your head kid. It's your head.
Rocky: Yeah, it is. Thanks, Mick.

[after losing the title to Clubber, Rocky sees a dying Mickey]
Rocky: Mick?
Mickey: [gasps for air] What? Is it over?
Rocky: Yeah, yeah it's all over.
Mickey: Hey, what happened?
Rocky: It was a knockout.
Mickey: What round? What round?
Rocky: Second round.
Mickey: [thinking Rocky had won] I knew it. That's good. We did it, huh?
Rocky: We did it. We did it. You don't have to worry about nothing no more. Everything's going to be okay Mick.
Mickey: Yeah we did it.
Rocky: You gotta get to the hospital, Mick. You're not as young as you used to be.
Mickey: You're the winner. We did everything right. I did everything right.
Rocky: No, no, listen to me. You done everything right. Listen, we got more to do. Mick, whatever you want to do, we'll do it. Okay?
Mickey: I love you, kid. I love you. [gasps harder] Your instinct... [stops breathing]
Rocky: Mick? MICK! [sobs] M...Mick? It isn't...Speak to me, goddammit! [breaks down]

[Rocky walks into Mickey's gym which is now closed down; he punches the speed bag]
Apollo: That's not the way to do it.
Rocky: Who's that?
Apollo: You should hit it straight. Step into it.
Rocky: Apollo?
Apollo: Right. I waited at your house for about an hour. Your wife said you might be here.
Rocky: What are you doin' here?
Apollo: Business.
Rocky: If the papers knew we were talkin' like this, they'd think we was crazy. Why you?
Apollo: Because I'm the best, and you need somebody to teach you different.
Rocky: Why?
Apollo: To be honest with you, I don't think you could pull it off without me, Rock.
Rocky: You still didn't give me the answer, Apollo. What's the real reason?
Apollo: Listen. It's quiet, isn't it? When you retire, it's too quiet. I mean, we way too young to retire, anyway. Besides, with the right touch, I could promote this thing into the biggest gate of all time. It'd be bigger than ours. Heaven knows I don't mind bein' involved with large numbers. Right?
Rocky: I don't need this no more. I don't want this no more.
Apollo: Look, man. When you beat me, I hurt all over, and I didn't wanna know from nothin' or nobody, not even my kids. Hell, every fighter knows that hurt, and we get sick inside trying to live with it. So don't back off now and make it right for yourself or you'll be sorry you didn't. We held the greatest title in the whole world, babe. You lost that fight, Rock, for all the wrong reasons. You lost your edge. All right. I know your manager dying had you all messed up inside. But the truth is, you didn't look hungry. Now, when we fought, you had the eye of the tiger, man. The edge! And now you gotta get back, and the way to get it back is to go back to the beginning. You know what I mean? [laughs] Maybe we can win it back together. Eye of the tiger, man.
Rocky: Why'd you have to come here?
Apollo: I have the plan. Get it back, man.
Rocky: You got me curious.
Apollo: You got me curious, Rock.

Adrian: Can I talk to you? I want to ask you something important and I want you to tell me the truth.
Rocky: What?
Adrian: Why did you come here?
Rocky: I just don't want it no more.
Adrian: If it's over because you want it to be over, I'm glad.
Rocky: I do.
Adrian: It's just, you've never quit anything since I've known you.
Rocky: I don't know what you want me to say. I mean, what happened? How did everything that was so good get so bad?
Adrian: What's so bad? Tell me, what?
Rocky: I wrecked everything by not thinking for myself. I mean, why couldn't Mickey tell me where I was really at right from the start? He didn't have to carry me and lie to me and make me think I was better than I really was when I wasn't.
Adrian: He never lied.
Rocky: Those fights weren't right. They weren't, Adrian. I never fought anybody who was in their prime. There was always some angle to hold on to the title longer than I should have had it. I mean do you understand what I'm saying here?
Adrian: I understand, but you've got to understand that he loved you and that was his job--protecting you!
Rocky: Look, but that protecting don't help nothing. It only makes things worse. You wake up after a few years thinking you're a winner, but you're not. You're really a loser. So we wouldn't have had the title as long. So what?! At least it would've been real Adrian.
Adrian: It was real!
Rocky: Nothing is real if you don't believe in who you are! I don't believe in myself no more don't you understand? When a fighter don't believe, that's it! He's finished, it's over, that's it.
Adrian: THAT'S NOT IT!!
Rocky: That is it!
Adrian: Why don't you tell me the truth?!
Rocky: What are you putting me through, Adrian?! You wanna know the truth? The truth is I don't want to lose what I've got. In the beginning I didn't care about what happened to me. I'd go in the ring, I'd get busted up, I didn't care! But now there's you, there's the kid. I don't want to lose what I've got!
Adrian: What do we have that can't be replaced? WHAT?! A house, we've got cars, we've got MONEY! We got everything but the truth. WHAT'S THE TRUTH, DAMN IT?!
Rocky: I'M AFRAID! ALL RIGHT?! YOU WANT TO HEAR ME SAY IT? You want to break me down? All right, I'm afraid. For the first time in my life, I'm afraid.
Adrian: I'm afraid too. There's nothing wrong with being afraid.
Rocky: There is. For me, there is.
Adrian: Why? You're human aren't you?
Rocky: Look, I don't know what I am. All I know is I'm a liar, and because of that Mickey ain't here no more.
Adrian: You didn't push him into anything! He was a grown man and he did what he had to do! And you have no right to feel guilty for what happened. You don't! You were a champion, and you did what you were expected to do, and you did what I and everybody else thought you should do. And you wanna tell me that those fights weren't real, that you were carried? Well I don't believe it! But it doesn't matter what I believe because you're the one that's got to carry that fear around inside you, afraid that everybody's going to take things away and afraid that you're going to be remembered as a coward, that you're not a man anymore. Well, none of it's true! But it doesn't matter if I tell you. It doesn't matter, because you're the one that's gotta settle it. Get rid of it! Because when all the smoke has cleared and everyone's through chanting your name, it's just going to be us. And you can't live like this. We can't live like this. Cause it's going to bother you for the rest of your life. Look what it's doing to you now. Apollo thinks you can do it, so do I. But you gotta want to do it for the right reasons. Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you. Just you. Just you alone.
Rocky: And if I lose?
Adrian: Then you lose. But at least you lose with no excuses, no fear. And I know you can live with that.
Rocky: How did you get so tough?
Adrian: I live with a fighter.
Rocky: I really love you. [they kiss, and Rocky holds her close] I love you.

Apollo: [Rocky keeps getting hit by Clubber] He's getting killed out there!
Paulie: Oh, no, no. He's not getting killed, he's getting MAD!

[last lines, Rocky and Apollo are walking into the ring at Mickey's gym after the rematch.]
Apollo: Come on, come on. We made a deal.
Rocky: I know but this is extremely crazy.
Apollo: Yeah, it's mentally irregular, right? But it makes all the sense in the world. Now you owe me a favor.
Rocky: I know but when did you think of this?
Apollo: About three years ago.
Rocky: This is very crazy, Apollo.
Apollo: Look Stallion, when you won that last fight, you won by one second. You beat me by one second. That's very hard for a man of my intelligence to handle.
Rocky: But didn't you say after I beat you, you learned how to live with it?
Apollo: I lied.
Rocky: Oh, you lied! So now you just gotta prove it to yourself right?
Apollo: Just myself. No TV, no newspapers, just you and me.
Rocky: Nothing, just you and me. Age before beauty?
Apollo: Anything you say, Stallion.
Rocky: I do all the work. Okay. I'll tell you, Apollo, you'd better go slow cause you ain't as young as springtime no more.
Apollo: I'm still young enough to whip your butt Stallion.
Rocky: Oh yeah? How are you going to do that? You taught me everything you know.
Apollo: Almost everything. You got to remember now, you fight great, but I'm a great fighter. You ready?
Rocky: Absolutely.
Apollo: You know, Stallion? It's too bad we gotta get old.
Rocky: Just keep punching Apollo. Wanna ring the bell?
Apollo: All right. Ding, ding. [they start circling] Come on Stallion. Come on. Come on.
Rocky: Boy, you really move good for an older guy.
Apollo: You're looking good, Stallion. I taught you well.
Rocky: I think you taught me too good. You can fly.
Apollo: Look out now. No no you don't want any of this. Come on. Come on.
Rocky: Maybe I'm in here with the wrong guy.
Apollo: Watch yourself. You ready? [both throw hooks at each other, and the movie ends with a painting of the freeze-frame]


  • The legend continues...The Italian Stallion is back!!
  • His life is happy, his fights have seemed easy. Now a young upstart is going to make him prove just how far he can still go...
  • A Fighter. A Lover. A Legend. The Greatest Challenge.
  • The Excitement... The Power... The Man...
  • The greatest challenge.


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