Tommy Gunn: [as Rocky goes back into the bar] Hey. Hey! I'm not done talking to you yet.
Rocky Balboa: Listen, Tommy. I've got notin' else to say to you okay?
George W. Duke: Rocky Balboa. Tommy Gunn wants to fight you in his next match. Do you, or do you not accept Tommy's challenge?
Rocky Balboa: [to Tommy]
Listen, Tommy. This guy wants us to fight in the ring. When we were together, we were like, like brothers.
[Tommy shrugs to Duke in disgust at Rocky]
Rocky Balboa: You see, Tommy Duke wants us to fight, get us to fight in the ring. He don't care about you Tommy, he don't care about me either.
Paulie: C'mon Rock. Get out of here.
[Turns
to Tommy]
Paulie: Tommy, you're a peice of garbage, you know that?
Tommy Gunn: Hey, stay out of it.
Paulie: No, you listen okay? Rocky, Rocky, he's the real champion, you're just a goddamn joke.
[Paulie pshes back Tommy and Tommy punches him back, Rocky comes back to console Paulie]
Paulie: [to
Rocky] Yous hould've left him on streets where you found him.
Rocky Balboa: [to Tommy] Hey! You knock him down how 'bout tryin' knockin' *me* down.
George W. Duke: No, no. In the ring. In the ring. Tommy only fights in the ring.
Rocky Balboa: My ring's outside.
Adrian: All those beatings you took in the ring, I took them with you! I know how you feel! I know when somebody like Tommy comes along, you feel alive. But he's not you, he doesn't have your heart! All those fighters you beat, you beat them with heart, not muscle. That's what Mickey knew, that's why Mickey and you were special. But Mickey's dead! If there's something that you
want to pass on, pass it on to your son! For God's sakes, your son is lost! He needs you! I know Tommy makes you feel great-he makes you feel like you're winning again. But you're losing us! Rocky, you're losing your family!
[Tommy Gunn and George Duke show up outside the bar before the climactic fight scene]
Overweight Drinker: Yo Rock, you need some help?
Rocky: No, guys; ain't no pie eating contest.
Adrian: Rocky! Put on your coat. Just put on your coat. Come on it's not worth it.
Rocky Balboa: Naw, Adrian it is worth it. He's just confused.
Adrian: Rock, do you see what's happ...
Rocky Balboa: [Interrupting] Yeah I do see he's twisted around by Duke.
Adrian: No, come on it's you,
it's you, it's not him. You can't live backwards. Come on, you can't turn back the clock, 'cause we live now, we live here.
Rocky Balboa: Hey Adrian I know where we live, what do you think, I'm stupid? I'm not as dumb as you think I am. You don't think I can smell it? I see where we are. Adrian, I don't want this no more! I want something good for the family, I don't want
this! I don't want this! Adrian did I come back here and get my brains beat out for these guys to say 'Hey there goes Balboa just another bum from the neighborhood!' I didn't want this!
Adrian: No, come on, nobody says that!
Rocky Balboa: I'm sayin' it Adrian! I'm sayin' this! I'm sayin' this! When that kid was in the ring, you know, what was I
doin'? I was winnin'. When he was winnin', I was winnin'.
Adrian: You were winning?
Rocky Balboa: Yeah it was, it was like my last chance at getting some respect for us you know that?
Adrian: I respect you, I respect you!
Rocky Balboa: [Interrupting] You can't respect me!
Adrian:
I do respect you!
Rocky Balboa: No you can't!
Adrian: I do! All those beatings you took in the ring, I took them with you! I know how you feel! I know when somebody like Tommy comes along you feel alive! But he's not you - he doesn't have your heart! All those fighters you beat, you beat 'em with heart not muscle! That's what Mickey knew, that's why
you and Mickey were special, but Mickey's dead! If there's something you wanna pass on, pass it on to your son! For God's sake your son is lost! He needs you! I know Tommy makes you feel great, he makes you feel like you're winning again but you're losing us! Rocky, you're losing your family!
Rocky Balboa: You see, fear is a fighter's best friend. You know, but it ain't nothing to be ashamed of. See, fear keeps you sharp, it keeps you awake, you know, it makes you want to survive. You know what I mean? But the thing is, you gotta learn how to control it. All right? 'Cause fear is like this fire, all right? And it's burning deep inside. Now, if you control it, Tommy,
it's gonna make you hot. But, you see, if this thing here, it controls you, it's gonna burn you and everything else around you up. That's right, you know?
Rocky Balboa Jr.: [after Rocky and Rocky Jr. run up the steps, and Rocky Jr. beats Rocky up the steps] Come dad you can do better then that.
Rocky Balboa: Oh no way... It's like these steps keep growing taller every year, my goodness.
[Rocky looks at the steps]
Rocky Balboa: I can't believe it kid, this is where it all started
for me. Runnin' up and these steps you know...
Rocky Balboa Jr.: [Looks at his watch] Dad we're gonna be late.
Rocky Balboa: Oh right... Hey kid what's wrong with your ear?
Rocky Balboa Jr.: What's wrong with it?
Rocky Balboa: You got somthin' growing in it like a, like a bump.
Rocky
Balboa Jr.: What bump?
Rocky Balboa: This bump.
[Rocky as a trick takes his necklace out from his sons ear, and gives it to him. Rocky Jr. eyes it in awe]
Rocky Balboa Jr.: Thanks dad!
[Hugs Rocky]
Rocky Balboa: Hey you deserve it. Thank you for bein' born. Thank you, thank you.
Rocky
Balboa Jr.: [Holds the necklace to his ear as an earing] What do you think, the new me?
Rocky Balboa: Well, um... You look like the daughter i've always wanted.
Rocky Balboa Jr.: [Fake punches Rocky jokingly] What you talkin' about.
Rocky Balboa: [jokingly] Hey yo kid don't punch me, i'm getting brittle as it is...
Look at this, you know. I've been running up and down these steps for 20 years, and i never knew there was valuable pictures in this building.
Rocky Balboa Jr.: Well your never to old to learn somthin' new. Your gonna love Piccaso.
Rocky Balboa: Yeah, yeah well I love almost everybody.