Rocky Script - Screenplay

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				     ROCKY SCRIPT



					  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