"ROCKY" (1976)

ROCKY

Written by

Sylvester Stallone

RING PRODUCTIONS, INC.

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

2 SUPERIMPOSE OVER ACTION... "NOVEMBER 12, 1975 - 2 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.

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.

A FIGHT FAN rushes up to Rocky... He is sixty-five, with yellow teeth and wearing sunglasses.

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."

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.

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.

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.

Rocky raises his head. The promoter steps over.

The man peels off the money and departs... Rocky closes his locker, nods to the defeated fighter, and leaves.

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 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.

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.

The narrow hallway is painted olive brown. A single light bulb illuminates the gloomy corridor.

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 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.

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...

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?

MAFIA #2 Fightin' again?

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.

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.

At wits' end the man picks up a large metal hook used by stevedores. Rocky remains cool.

The man drops the hook.

Rocky's determined expression strikes home. The fat man quickly fumbles through his pockets and hands over a small wad of bills.

Rocky looks almost sympathetically into the fat man's flushed expression.

The man quickly removes his coat and extends it...

The man extends his coat again... Rocky suddenly grabs the man's thumb and bends him to his knees.

Rocky releases the man who remains almost in shock. The thumb is fine.

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.

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.

Rocky takes a couple dollars out of his pocket and hands it to the lady... She nervously exits.

Adrian nods... Though charmed, she is slightly intimidated.

The OWNER, a squat woman of forty, steps out of the back and waves at Rocky.

Adrian shrugs.

Both the Owner and Adrian smile.

Rocky steps over to a large cage at the rear of the shop... Inside is a huge dog.

Rocky opens the cage and the large dog jumps out and looks very happy.

The dog plays dead.

Gazzo picks up Rocky.

MR. GAZZO and his YOUNG BODY GUARD sit in the front seat... Rocky is in the back seat.

Gazzo hands Rocky a twenty.

Gazzo's Bodyguard looks at Rocky's bruised face in the mirror and smiles.

Gazzo steps out of the car and beckons to Rocky.

Gazzo gets into his car.

They pull away.

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.

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.

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 passes another FIGHTER punching the heavy bag.

FIGHTER #2 (removes glove) Hey, Rock, touch my hand.

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.

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.

He sees a picture of several black girls taped on the inside of the door.

A short powerful man of thirty-five enters. His hair looks like it has been shaped with hedge clippers. His name is

19 MIKE. 19

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.

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.

Rocky and Mike move past fighters going through their training routines.

Mike fakes a friendly punch at Rocky and hurries off to another chore...

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.

Rocky turns and looks at DIPPER sparring... Dipper is a young, muscular heavyweight with a mean expression.

Mickey pauses to watch a young middleweight time-skip as his trainer sings "FASCINATIN' RHYTHM."

Mickey shoots Rocky a quick, indifferent look and removes a rosary from his pocket and idly rolls it around his fingers.

Shrugging, Rocky moves away.

Mickey leans over to Mike who approaches with a mop and pail.

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 smiles cruelly and begins sparring... Scene FADES on Rocky's crestfallen expression. He moves off.

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.

Inside Adrian is arranging pet toys on the counter... She hears the tapping, sees Rocky, and tenses. Rocky enters.

Adrian smiles slightly and moves behind the counter. Rocky fumbles idly among the pet toys.

The girl wants to say yes but a tremendous inferiority complex will not permit it... Rocky understands.

Rocky exits. Adrian watches his departure with mixed emotions.

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!"

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.

Andy casually nods towards the men's room.

Rocky traverses the room and passes TWO DRUNKS leaning on the bar.

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.

I'd like to kill the friggin' moron who broke this mirror.

The restroom stench is overwhelming... Rocky covers his nose with the neckline of his t-shirt.

The restroom door opens. Rocky guides Paulie out. Though stumbling, Paulie talks as he walks.

Paulie smiles and Rocky guides him to a booth... Rocky steps to the bar. Andy leans over to him.

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...

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.

Apollo's crowd smiles almost automatically at everything he says.

Apollo draws his wife close.

Apollo's entourage laughs and they move on... The Commentator faces the camera.

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.

Sure -- Nuttin' like squattin' through a great double header, but now baseball's all business.

The news report with Apollo ends. Andy drinks.

Becoming despondent, Rocky rises and crosses to Paulie slumped unconscious in the booth.

Rocky exits the bar... Andy turns to his customers.

Laughing, Andy pours himself a shot.

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.

YOUNG MAN #2 ... How come?

Rocky ignores the statement and faces a very young girl who is smoking and leaning whore-like against the wall.

The girl, MARIE, assumes an indifferent attitude, attempting to impress her friends.

The gang laughs. Angered and shocked, Rocky grabs her arm.

The gang reluctantly backs up a step.

YOUNG MAN #2 This is our corner, man! You go, chump!

Rocky moves forward and they scatter... They quickly move off.

Rocky leads the girl away.

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.

She attempts to light a cigarette... Rocky nonchalantly tosses it to the ground.

Rocky and Marie take a shortcut through a dark school yard.

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.

Marie nods.

They exchange smiles and Marie moves away. Rocky has made an impact on her life.

She takes a few more steps and pauses again.

The girl runs to her house as Rocky looks on in dismay.

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.

-- It says here, Mac Lee Green has suffered a seriously cracked third metacarpal in his left hand.

Apollo stands beneath a new fight poster and points to it.

Perhaps you're right, and no one wants to be beat on the country's birthday... I don't know what else to say --

Everyone laughs.

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.

The Bodyguard reddens... Gazzo motions to his Bodyguard to relax.

Ya a healthy person -- ya legs work -- ya hands work --

The Bodyguard has been looking at Rocky with murderous eyes.

Mr. Gazzo is amused. He steps out of the car, followed by Rocky.

Rocky enters his apartment and Gazzo drives off.

The SCENE REVERTS BACK TO Miles Jergens' office. Apollo pores over a large record book.

Everybody leans forward.

Everyone laughs.

FADE IN:

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.)

Paulie extends his thick hands and tries to make a fist.

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.

Rocky shrugs and the two men move off... Filling the night air is the METALLIC SOUND of pitching QUARTERS.

The men arrive at Paulie's home. It is at the top of a dimly-lit four story walk-up.

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.

She looks at Rocky again.

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.

Meanwhile, the argument between brother and sister continues in the bedroom.

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.

Adrian has seen this and is shattered. She runs back into the bedroom and locks the door.

Rocky walks over to Adrian's bedroom door and begins speaking to the enclosed girl.

Rocky turns away and begins to walk off.

Rocky goes over to the door and begins speaking again.

Adrian opens the door... She already has her winter coat on.

Paulie opens the front door and gives Rocky an encouraging smile...

Rocky and Adrian enter a deserted skating rink.

From across the rink a CLEANING MAN yells at them.

Rocky approaches the Cleaner.

Adrian has on skates. Rocky follows her onto the ice. He wears street shoes.

The Cleaner yells from the sideline.

Adrian slips and Rocky breaks her fall.

Adrian does a slight turn and Rocky has to speed up and nearly falls.

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.

For the first time, Adrian laughs.

The Cleaner walks over as Rocky and Adrian get off the ice.

Rocky hands him a dime.

Rocky and Adrian start to leave. Rocky pauses at the door and fishes into his pocket and hands over eleven dollars.

He grins and leaves.

Rocky smiles.

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.

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 flings open the window and bellows like a foghorn.

Rocky closes the window and faces the woman... She is not smiling. She looks frightened.

Adrian moves to the door... Rocky intercepts her.

Rocky removes her glasses and looks deeply into her eyes.

After a moment, Adrian removes the hat... She is becoming rather pretty.

The woman melts into the corner and begins lightly sobbing... Rocky steps forward and fences her with his arms and body.

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.

She embraces his neck. The dam of passion erupts. She gives herself freely for the first time in thirty years.

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.

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.

Mickey Goldmill steps out of his office...

Mickey pulls out a card from his breast pocket... He hands it to Rocky.

Rocky turns from Mickey and jogs out of the gym. Mickey fumbles with his rosary beads.

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.

Rocky exits the elevator and enters the office of Miles Jergens' Productions.

The SECRETARY is slightly startled by Rocky's excited expression.

Rocky hands her the business card.

The Secretary rises and enters Jergens' office... Rocky eyes the multitude of sporting pictures hanging on all four walls.

The Secretary returns.

Rocky collects himself and enters...

Miles Jergens warmly greets him.

Jergens seems very amused. He lights a cigar.

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.

The SCENE FADES and becomes a black and white television.

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 has to move to the side to avoid a thrusting microphone.

The Reporters laugh.

REPORTER #2 Why did you agree to fight a man who has virtually no chance of winning?

REPORTER #3 It is a coincidence that you're fighting a white man on the most celebrated day in the country's history?

REPORTER #1 What're your feelings about the challenger?

REPORTER #1 What does that mean?

Rocky and Adrian laugh at the interview... Paulie, her brother, takes offense.

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?

REPORTER #2 How will you fight Apollo Creed?

REPORTER #1 Where did you get the name, 'Italian Stallion?'

REPORTER #2 Is it true the most you've ever made in a prizefight is five hundred dollars?

REPORTER #2 And now your payday will be one hundred and fifty thousand dollars. Any comment?

Adrian blushes and laughs.

They continue to watch the remainder of the interview... The head COMMENTATOR is looking directly into the camera.

Adrian is not happy with her brother's overbearing attitude. She faces him.

Rocky stands in Adrian's doorway. He kisses her.

Rocky moves down the stairway and continues to do so as he converses with Adrian who remains upstairs. His VOICE ECHOES up the stairwell.

Rocky is now on the ground floor yelling up to Adrian on the top floor landing.

As Rocky completes the last word, he exits the building and slams the door which RESOUNDS throughout the apartment house.

Gazzo, the bodyguard, and Rocky are standing out front. They are eating hot sandwiches.

Gazzo takes out a wad and peels off several bills.

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.

Rocky smiles and Gazzo gets into his car. Rocky follows him across the street.

Rocky walks away.

Rocky returns home and enters his apartment. After turning on the light, he flips on his RECORD PLAYER. He now feeds the turtles.

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.

Rocky tosses soiled clothing off a mangled armchair.

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 does not hear. His attention is drawn to the turtles.

Mickey looks hard into Rocky's eyes.

He lights a half-smoked cigar.

52 1923. 52

Mickey deafly continues, becoming more engrossed every second.

Rocky points to his most prized possession.

Mickey has rung the bell. Nothing could please Rocky more than being compared to his idol.

Rocky shifts against the wall and lowers himself into a crouch.

Rocky rises and opens a window.

Mickey drops the ashtray and kneels to pick it up... He remains on one knee.

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.

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.

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.

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.

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.

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.

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.

The sky is beginning to lighten. The fighter now runs along the piers and past anchored freighters.

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.

Rocky notices TWO PUERTO RICANS lounging alongside theshipping office.

Rocky smiles and Paulie leads him out of the office and to the large metal door of a walk-in refrigerator.

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 opens a jackknife and idly jabs the hanging meat. He swills whiskey from a pint bottle.

Paulie speaks like a man who has been mulling this over for quite a while.

From across the room Rocky looks him hard in the eyes.

Paulie reddens. He steps forward and slams his fists in a hanging beef.

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.

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.

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 takes the package and runs out. Paulie's bleary eyes reveal a fearful respect and slight resentment.

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.

He motions to his bullish helper, Mike. He hands him the string.

Mike completes the task.

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.

Two young boys in street clothes interrupt Mickey.

The boys depart.

Mike looks off across the gym.

Mickey strains his eyes to see a group of REPORTERS and NEWS CAMERAMEN entering his gym.

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.

The camera turns to Rocky.

Mickey nods and Rocky faces the glaring lights.

A young punchy fighter yells out:

The gym explodes with laughter.

He faces Mickey. Mickey whispers in his ear.

Apollo Creed and his entourage enter the gym.

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 turns to the cameras... Rocky is speechless.

Dipper stands in the far ring... the attention Rocky is receiving makes him a killer.

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.

Apollo stops his sales pitch in mid-sentence... The television crew faces Dipper.

Dipper's fat black trainer holds out his hands and Dipper slaps them soul style.

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.

Mike forces his way through the crowd and stands behind Rocky.

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.

Mickey looks nervously around and knows it's only seconds before the blood will run... Rocky stands motionless.

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.

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.

Rocky eyes his friend lying on the floor. He shuffles forward and stands before Dipper.

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.

Mickey is the first one to shake off the chill... He shakes his fists at the Reporters, and puts his arm around Rocky.

The crowd disperses, leaving Dipper a pathetic and broken figure lying on a dirty gym floor.

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 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 smiles and pulls out a small Christmas wreath... Rocky smiles. His eyes show what he feels for this woman.

Rocky approaches in a seductive manner. Adrian uncharacteristically removes her sweater. Underneath is a T- shirt that reads "Win, Rocky, Win."

65 SCENE FADES. 65

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.

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.

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.

Rocky follows Paulie inside.

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.

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.

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.

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.

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.

Apollo is still engrossed in his paperwork.

It is a moonless night and Paulie staggers across the street and enters his building... He staggers up the stairs.

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.

Filled with uncontrollable anger, Paulie smashes into the room.

Paulie kicks the door out of frustration and appears to be bordering on a nervous breakdown.

Paulie goes to the living room closet and removes a baseball bat... Rocky and Adrian quickly follow.

Adrian is speechless... Rocky moves towards Paulie.

Rocky freezes...

Paulie smashes a small table with the bat.

Paulie smashes a large lamp with the bat.

The brother flares up and threatens Adrian with the bat.

Mortified, Adrian runs to her room... Rocky steps to Paulie.

Paulie cocks the bat back and tenses... Rocky remains still.

Paulie looks ashamed... Rocky walks, then returns.

Rocky goes into the bedroom... Adrian has buried her face in a pillow... She is rocking slightly. Rocky cradles her and kisses her cheek.

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.

They both watch the flickering images.

They watch more action... Creed has a fighter helpless against the ropes.

They watch more action.

The SCENE FADES on Mickey's voice and Rocky staring transfixed at the images projecting on the wall...

Rocky is pounding the heavy bag with intense concentration. As he strikes from all angles, Mickey instructs.

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.

Pushups between two chairs as Mike sits on his shoulders... Mickey coaching drives him on.

Mike has on a pair of target gloves and Rocky moves around the ring swinging at them.

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.

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.

Benny checks the skin around Rocky's eyes.

Heading towards the shower, Rocky is intercepted by Paulie who traverses the gym. He stops Rocky at the shower room entrance.

Exhausted, Rocky studies Paulie's face a moment and nods 'yes.'... Rocky sways into the shower room and Paulie strides off.

Running... Rocky's crowd of trailing boys has tripled. Dashing through the streets, he resembles the Pied Piper.

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.

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.

Flips open a thick file that lays in front of him.

Rocky tries to sink into the chair.

The mayor presses a button and a photographer enters.

Rocky rises and the mayor shakes his hand... Their picture is taken three times... The photographer exits.

The mayor is shocked at first but then breaks into a big, friendly laugh, and Rocky exits.

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.

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.

Adrian overhears the statement.

Rocky makes no motion to get a pencil.

Rocky hangs up.

Rocky grabs his coat and moves to the front door.

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.

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.

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.

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.

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.

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.

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.

After leaving Mickey's gym, Rocky and his dog listlessly move down the street and head for home.

Rocky arrives at his apartment... Adrian is asleep on the couch. He lowers himself beside her. Her eyes open.

Adrian touches his face.

Adrian touches Rocky's face... The fighter gently lowers himself beside his woman.

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

93 WASHINGTON - ABE LINCOLN - DR. MARTIN LUTHER KING, JR. - 93BEN

FRANKLIN - and APOLLO CREED.

Apollo Creed sits in his dressing room... It is dead silent except for some NOISE that filters under the door from the arena.

It is a CLOSE-UP of Apollo's hand being taped... The RASPING SOUND of the adhesive tape is very pronounced.

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.

Apollo's other hand is being wrapped. Dead silence except for the TAPE and APOLLO'S BREATHING.

Rocky's other hand is being wrapped in a CLOSE-UP. The only SOUND is the TAPE and ROCKY'S mounting BREATHING PATTERN.

CLOSE-UP of drops being placed in his nose to help increase his intake of oxygen. The tremendously magnified SOUND of

99 APOLLO TAKING IN AIR. 99

CLOSE-UP of the drops being placed in Rocky's nose.

A heavy coating of vaseline is applied around the Champion's eyes... In an EXTREME CLOSE-UP, the eyes shine brightly with the grease.

Grease is smeared around Rocky's eyes... In the EXTREME CLOSE-UP several deep scars are SEEN.

CLOSE-UP of Apollo's trainer digging his fingers deeply into the thick neck muscles of Apollo's upper back and neck.

CLOSE-UP OF Mike's arms wrapped around Rocky's waist and lifting his diaphragm up... Magnified BREATHING ROARS from the screen.

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.

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.

Rocky nods and moves toward Adrian.

Rocky nods and she kisses him. The fighter leaves with his trainers... Adrian is on the verge of tears.

Rocky, Mickey and Mike start down the long hallway... Up ahead are three security guards... Rocky rubs his bare shoulders.

Rocky puts on the robe... Embroidered across the back in flaming letters is:

108 "THE ITALIAN STALLION" 108

*Pennzoil*

Mike helps him into the robe... Mickey is not amused.

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.'

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.

The crowd loves the taunting. Apollo Creed floats back to his corner.

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.

The CROWD ROARS and JACK DEMPSEY waves and goes to Creed's corner, then Rocky's.

He moves off.

ANOTHER ANGLE

The Announcer points and the timekeeper RINGS the BELL.

JAKE LA MOTTA raises his fist and gives best wishes to both contenders... Timekeeper RINGS the BELL.

ANOTHER ANGLE

JOE LOUIS bows and steps to Creed's corner. Creed strikes a boxing pose and Louis tosses a playful punch.

ANOTHER ANGLE

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.

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?

COMMENTATOR #2 You look in great shape, Joe.

Joe laughs and exits. The timekeeper RINGS the BELL.

ANOTHER ANGLE

A good CROWD RESPONSE.

ANOTHER ANGLE

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.

The fighters return to their corners.

ANOTHER ANGLE

The BELL RINGS... Creed dances forward and boxes Rocky as though he considers the man an amateur.

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.

Creed is up... His playful attitude is gone... he is now all business. His lightning jab stings Rocky's face repeatedly.

Rocky charges and a terrific right crashes against Apollo's chin, followed by an uppercut to the liver that causes Creed to cringe...

Apollo counters with jabs and Rocky whips brutal combinations to the body.

The BELL RINGS.

110 ROCKY'S CORNER 110

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.

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.

ANOTHER ANGLE

Rocky sits as Mickey and Benny try to reduce the swelling around his eyes... The nose is shattered.

ANOTHER ANGLE

The Commentators are caught up in the action. They speak rapidly into their microphones.

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.

COMMENTATOR #1 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.

ANOTHER ANGLE

The BELL SOUNDS. Apollo's corner works frantically to close the wound... The ring DOCTOR inspects the cut.

ANOTHER ANGLE

Rocky's face is in very bad shape, not cut, but wretchedly swollen around the eyes.

111 SERIES OF SHOTS 111

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.

Adrian is unable to remain alone... She is lured by the GROWING ROAR OF THE FANS... She exits the dressing room.

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.

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.

A huge and lively crowd look up at the television over the bar... They see Rocky driving Creed against the ropes and cheer loudly.

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.

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.

COMMENTATOR #1 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.

ANOTHER ANGLE

In Rocky's corner, things are frantic. His eyes are swollen shut.

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.

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.

ANOTHER ANGLE

The BELL RINGS. Apollo's men rush out and guide him to his corner.

Blood trickles from the corner of Apollo's mouth. The Trainer feels the ribs.

ANOTHER ANGLE

Rocky no longer resembles himself... His face has completely been beaten to jelly, but his mood is buoyant.

The ring Doctor leans over Rocky and checks the eyes.

Rocky is approaching the supreme moment of his life. He cannot be bothered with pain or doctors.

Everyone is distraught over Rocky's dangerous condition.

Rocky stands and eyes them all.

ANOTHER ANGLE

The BELL RINGS... Apollo moves cautiously out of his corner and circles to Rocky's right.

ANOTHER ANGLE (CONT’D)

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.

COMMENTATOR #1 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 (CONT’D)

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.

Mickey looks at the clock... TEN SECONDS TO GO.

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.

117 SIX 117

118 FIVE 118

119 FOUR 119

120 THREE 120

121 TWO 121

122 ONE! 122

ANOTHER ANGLE

The BELL RINGS... The arena EXPLODES with thunderous approval.

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.

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.

The CROWD ROARS.

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

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

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 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.

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.

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.

The two are swept along into the greatest night anyone can

remember...