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[Rocky confronts George Washington Duke after beating Tommy Gunn to a pulp]
George Washington Duke: Touch me and i'll sue. [taunts further] C'mon pug, touch me and I'll sue.
[Rocky hesitates but fires an uppercut that sends Duke flying onto his car]
Rocky: Sue me for what? [leaves to a cheering crowd]
Father Carmine: Hey Rocky! That's my boy a!
Rocky: Hey yo Father.
Father Carmine: [as he gives Rocky with the sign of the cross] Veni, vidi, vici
Rocky: [to Adrian] I love it when he does that.
George Washington Duke: Touch me and i'll sue. [taunts further] C'mon pug, touch me and I'll sue.
[Rocky hesitates but fires an uppercut that sends Duke flying onto his car]
Rocky: Sue me for what? [leaves to a cheering crowd]
Father Carmine: Hey Rocky! That's my boy a!
Rocky: Hey yo Father.
Father Carmine: [as he gives Rocky with the sign of the cross] Veni, vidi, vici
Rocky: [to Adrian] I love it when he does that.
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[Rocky recovers from his dizzy spell after Tommy drives off with George Washington Duke in tow]
Adrian: Come on. It's not worth it.
Rocky: Adrian, it is worth it. The kid's confused.
Adrian: You don't see what's happening.
Rocky: Yeah, I do see! He's twisted around by Duke.
Adrian: Come on, it's you. It's not him. You can't live backwards or turn back the clocks. We live now. We live here.
Rocky: Hey, I know where we live! Do you think I'm stupid? I'm not as dumb as you think I am! I look. You don't think I can smell it? I see where we are! I don't want this no more! I want something good for the family, not this! I don't want this! Did I come back here and get my brains beat out for guys to say: "There goes Balboa, just another bum in the neighborhood"? I didn't want this!
Adrian: No! Come on, nobody says that.
Rocky: I'm sayin' it, Adrian. I'm sayin' this! I'm sayin' this. When that kid was in the ring, you know what I was doin'? I was winnin'.
Adrian: You were winning?
Rocky: Yeah, it was. It was my last chance at gettin' some respect for us.
Adrian: Come on. I respect you!
Rocky: You can't respect me.
Adrian: Yes, I do.
Rocky: 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 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!
Rocky: [embraces Adrian] I'm sorry. You know, it was always you and me. It was always you and me. I'm sorry, Adrian.
Adrian: Come on. It's not worth it.
Rocky: Adrian, it is worth it. The kid's confused.
Adrian: You don't see what's happening.
Rocky: Yeah, I do see! He's twisted around by Duke.
Adrian: Come on, it's you. It's not him. You can't live backwards or turn back the clocks. We live now. We live here.
Rocky: Hey, I know where we live! Do you think I'm stupid? I'm not as dumb as you think I am! I look. You don't think I can smell it? I see where we are! I don't want this no more! I want something good for the family, not this! I don't want this! Did I come back here and get my brains beat out for guys to say: "There goes Balboa, just another bum in the neighborhood"? I didn't want this!
Adrian: No! Come on, nobody says that.
Rocky: I'm sayin' it, Adrian. I'm sayin' this! I'm sayin' this. When that kid was in the ring, you know what I was doin'? I was winnin'.
Adrian: You were winning?
Rocky: Yeah, it was. It was my last chance at gettin' some respect for us.
Adrian: Come on. I respect you!
Rocky: You can't respect me.
Adrian: Yes, I do.
Rocky: 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 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!
Rocky: [embraces Adrian] I'm sorry. You know, it was always you and me. It was always you and me. I'm sorry, Adrian.
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[Rocky visits the now-abandoned Mickey's Gym and begins to remember Mickey and himself during one drill before his match with Apollo, right down to what they spoke]
Mickey Goldmill: [Flashback] Slip the jab will ya, Slip the jab, That's right, That's it, Hey I didn't hear no bell, Alright that's right slip the jab, That's it mentalize, See that bum in front of you, You see yourself doing right and you'll do right. That's very pretty, it's very pretty. TIME! [comes up to Rocky] Ah, come here Rock. My God, you're ready ain't ya? That Apollo won't know what hit him. You're gonna roll over him like a bulldozer, an Italian bulldozer! You know kid, I know how you feel about this fight that's comin' up because I was young once, too. And I'll tell you somethin'. Well, if you wasn't here I probably wouldn't be alive today. The fact that you're here and doin' as well as you're doin' gives me-what do you call it-motivization? Huh? To stay alive, 'cause I think that people die sometimes when they don't wanna live no more.
Rocky Balboa: [Present day, remembering] Nature's smarter than people think...
Mickey: And nature is smarter than people think. Little by little we lose our friends, we lose everything. We keep losin' and losin' till we say you know, 'Oh what the hell am I livin' around here for? I got no reason to go on.' But with you kid, boy, I got a reason to go on. And I'm gonna stay alive and I will watch you make good...
Rocky: And I'll never leave you.
Mickey: ...and I'll never leave you until that happens, 'cause when I leave you you'll not only know how to fight, you'll be able to take care of yourself outside the ring too, is that okay?
Rocky: It's okay.
Mickey: Okay. Now I got a little gift for you.
Rocky: [in flashback] Ah, Mick you don't have to.
Mickey: No, wait a minute, now, wait a minute. Hey look at that. [Takes off his golden glove necklace] See that? This is the favorite thing that I have on this Earth. And Rocky Marciano give me that. [Rocky accepts] You know what it was? His cufflink. Huh? And now I'm givin' it to you and it, it's gotta be like a, like an angel on your shoulder see? If you ever get hurt and you feel that you're goin' down, this little angel is gonna whisper in your ear. It's gonna say, 'GET UP, YOU SON OF A BITCH, 'cause Mickey loves you'. Okay?
Rocky Balboa: [Flashback] Thanks Mick. [Hugs him] I love you too.
Mickey: [Flashback] Go after him kid, go after him.
Rocky: [Flashback] Thanks Mick. [in present day] You were the angel...
Mickey: There it is.
Rocky: [in flashback, to Mick] What happened to that other cufflink?
Mickey: I dunno, he only give me one. He gave it to some bum!
Mickey Goldmill: [Flashback] Slip the jab will ya, Slip the jab, That's right, That's it, Hey I didn't hear no bell, Alright that's right slip the jab, That's it mentalize, See that bum in front of you, You see yourself doing right and you'll do right. That's very pretty, it's very pretty. TIME! [comes up to Rocky] Ah, come here Rock. My God, you're ready ain't ya? That Apollo won't know what hit him. You're gonna roll over him like a bulldozer, an Italian bulldozer! You know kid, I know how you feel about this fight that's comin' up because I was young once, too. And I'll tell you somethin'. Well, if you wasn't here I probably wouldn't be alive today. The fact that you're here and doin' as well as you're doin' gives me-what do you call it-motivization? Huh? To stay alive, 'cause I think that people die sometimes when they don't wanna live no more.
Rocky Balboa: [Present day, remembering] Nature's smarter than people think...
Mickey: And nature is smarter than people think. Little by little we lose our friends, we lose everything. We keep losin' and losin' till we say you know, 'Oh what the hell am I livin' around here for? I got no reason to go on.' But with you kid, boy, I got a reason to go on. And I'm gonna stay alive and I will watch you make good...
Rocky: And I'll never leave you.
Mickey: ...and I'll never leave you until that happens, 'cause when I leave you you'll not only know how to fight, you'll be able to take care of yourself outside the ring too, is that okay?
Rocky: It's okay.
Mickey: Okay. Now I got a little gift for you.
Rocky: [in flashback] Ah, Mick you don't have to.
Mickey: No, wait a minute, now, wait a minute. Hey look at that. [Takes off his golden glove necklace] See that? This is the favorite thing that I have on this Earth. And Rocky Marciano give me that. [Rocky accepts] You know what it was? His cufflink. Huh? And now I'm givin' it to you and it, it's gotta be like a, like an angel on your shoulder see? If you ever get hurt and you feel that you're goin' down, this little angel is gonna whisper in your ear. It's gonna say, 'GET UP, YOU SON OF A BITCH, 'cause Mickey loves you'. Okay?
Rocky Balboa: [Flashback] Thanks Mick. [Hugs him] I love you too.
Mickey: [Flashback] Go after him kid, go after him.
Rocky: [Flashback] Thanks Mick. [in present day] You were the angel...
Mickey: There it is.
Rocky: [in flashback, to Mick] What happened to that other cufflink?
Mickey: I dunno, he only give me one. He gave it to some bum!
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[Tommy has just punched out Paulie]
Rocky: Now you knocked him down, why don't you try knocking me down?
George Washington Duke: No, no! In the ring, in the ring! Tommy Gunn only fights in the ring! Let's get outta here!
Rocky: My ring's outside.
Rocky: Now you knocked him down, why don't you try knocking me down?
George Washington Duke: No, no! In the ring, in the ring! Tommy Gunn only fights in the ring! Let's get outta here!
Rocky: My ring's outside.
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[Tommy storms off the post-match press conference in disgust after being criticized by the press]
Tommy Gunn: What the hell happened in there? I won the damn title and they think I'm a bum! Why didn't you back me up?
Merlin Sheets: When the press is right, they're right.
Tommy Gunn: I'm as good as Balboa ever was and I'm tired of being called a damn robot!
Merlin Sheets: Listen, Tommy. You can't fight the press. I can't fight them. As long as they got Balboa on the brain, he's champ. He fought wars in the ring. Tommy, face facts. You're in his shadow.
Tommy Gunn: [to George while pointing to Merlin] This is your own man talking!
George Washington Duke: Listen to me. There is a way to get the respect you deserve. Challenge Balboa to fight.
Merlin Sheets: George could set it up in just weeks. It'd be the greatest fight ever.
George Washington Duke: Teacher against student, old lion against young lion. That's the only way you ever gonna get peace of mind. That press will hound you with that man's legend for as long as you wear gloves. You gotta get him into that ring, Tommy, or you'll keep hearing questions like that. Then you'll start to ask yourself, "Could I take him? Am I good enough? Do people really think I'm a carbon copy, or a second-rate pretender who only got a shot because of my skin tone?" You've got to challenge that man to a fight, Tommy Gunn. And if he refuses, you gotta insult him, you gotta dog him, you gotta humiliate him! You gotta do whatever you got to do to get him into that ring! But that's what you got to do.
Tommy Gunn: What the hell happened in there? I won the damn title and they think I'm a bum! Why didn't you back me up?
Merlin Sheets: When the press is right, they're right.
Tommy Gunn: I'm as good as Balboa ever was and I'm tired of being called a damn robot!
Merlin Sheets: Listen, Tommy. You can't fight the press. I can't fight them. As long as they got Balboa on the brain, he's champ. He fought wars in the ring. Tommy, face facts. You're in his shadow.
Tommy Gunn: [to George while pointing to Merlin] This is your own man talking!
George Washington Duke: Listen to me. There is a way to get the respect you deserve. Challenge Balboa to fight.
Merlin Sheets: George could set it up in just weeks. It'd be the greatest fight ever.
George Washington Duke: Teacher against student, old lion against young lion. That's the only way you ever gonna get peace of mind. That press will hound you with that man's legend for as long as you wear gloves. You gotta get him into that ring, Tommy, or you'll keep hearing questions like that. Then you'll start to ask yourself, "Could I take him? Am I good enough? Do people really think I'm a carbon copy, or a second-rate pretender who only got a shot because of my skin tone?" You've got to challenge that man to a fight, Tommy Gunn. And if he refuses, you gotta insult him, you gotta dog him, you gotta humiliate him! You gotta do whatever you got to do to get him into that ring! But that's what you got to do.
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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?