"ROCKY"

					  by

			    Sylvester Stallone

RING PRODUCTIONS, INC.

MASTER SCRIPT: INCLUDES ALL REVISIONS AS OF 1/7/76  REVISED:

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