"ROCKY III" (1982)

ROCKY III

by

Sylvester Stallone

Rev. l/:l2/81

~/2,e,/aI

ROCKY III

PROLOGUE

FADE IN:

The film begins with the final moments of Rocky II ...

Al ROCKY

is bombing APOLLO CREED with punches and pulling back to the floor ...Rocky cuts loose with a desperation punch that sends Apollo and himself crashing to the floor.

The REFEREE is counting both men out ...The crowd is in a frenzy ...At the last moment, Rocky rises and is declared the winner ...Pandemonium.

The crowd cheers and Rocky goes over and embraces MICKEY ... The SCENE FREEZES and Rocky II ends.

CRASH CUT:

What begins is aMONTAGE recounting the events of Rocky's life for the past three years ...The MONTAGE is done in a rampaging newsreel style.

:'ITLEDEFENSE."

A photo of Rocky engaged in violent combat ...the photo becomes LIVE'ACTION ...

1 CONTINUED:

Rocky batters a large challenger against the ropes and finally to the canvas ...The referee stops the fight. Ecstatic, Rocky waves at Adrian sitting ringside. She applauds and Rocky and his trainer, Mickey, embrace.

The front page sports headlines read: "STALLION BY KAYO IN 2ND."

Again a photo of Rocky pounding his opponent becomes live action.

The challenger fights gallantly but Rocky s thunderous hooks to the body drop him cold... .Rockyjumps for joy as the referee raises his hand in victory..~ Paulie and Adrian applaud.

Rocky and Mickey embrace as Rocky hoists his manager in the air.

Seated near ringside is a huge, steely-faced fighter named Clubber Lang... He views the victory with obvious jealousy and distaste for Rocky.

3 ROCKY

kayos two more challengers with relative ease.

4 ROCKY

on the covers of "Sports Illustrated," "Ring Magazine," and "Boxing Illustrated."

cur TO:

5 CLUBBER LANG

a heavily muscled fighter, stands in a sweaty boxing stance glaring out from the cover of a boxing magazine ... the caption reads: "CLUBBER LANG: A NEW POWER AMONG i.-iEAVYWEIGHTS.'' -----------------

6 CLUBBER LANG

is seen knocking out his first opponent. He shows no mercy as he rips into the fallen fighter while the man lays helplessly across the ropes ...The referee strains to pull the savage fighter off.

Headlines: "ROCKY TO RECEIVE MERIT AWARD."

The headline is SUPERIMPOSED over a still of Rocky as he stands with Adrian, Mickey and a group of city officials.

Rocky is accepting the plaque as the mayor raises Rocky's fist in the air.

CUT TO-:

8 HEADLINES: "LANG WINS 6TH IN A ROW."

9 CLUBBER LANG

stalks another opponent. It is maniacal the way he beats the man to the canvas. The referee points to a neutral corner, but Clubber merely brushes the referee aside and curses at his t.mconsciousopponent. Mickey is in audience.

Rocky knocks out three more challengers ...Seated among the crowd is Clubber Lang.

Clubber flattens three opponents with his tank-like bludgeoning style... His knockouts are vicious displays of utter savagery compared to the much tamer style of Rocky... Mickey sits in the background, his eyes reflect a growing concern.

Headlines; ''BALBOAIN EASY VICTORY . "

12 CONTINUED:

After Rocky's hand is held in victory by the referee, he goes over and shakes hands with defeated challenger. Rocky and Mickey embrace... Paulie and Adrian are at ring- side ...Paulie is jealous and drtmk. Adrian looks on with disapproval.

In the ringside crowd is the massive fighter Clubber... His hatred motmts...

Rocky. Adrian, Rocky Jr. and Mickey stand beside a "For Sale" sign in front of a beautiful house. Rocky nods yes to the real estate agent.

14 HEADLINES: 1.ANGPOUNDS TO 20TH VICTORY."

Clubber is seen beating opponent senseless ...He snarls and clubs the man with illegal rabbit ptmch... He shoves his foe into a corner. Propping him upright, he smashes him with pulverizing hooks that transform the man's face into a pulp ...

15 STILL SHOT

A larRe banner reads: "POLICE ATHLETIC LEAGUE MAN OF THE YEAR.' Beneath that is a photo of Rocky wearing his cfiampionshipbelt... A series of still shots reveal Rocky flanked by many city officials seated at the banquet table ...

Rocky receives a plaque from the police commissioner...

Headlines: ''CLUBBERLANG NOW RANKED EIGHTH."

Clubber bombs out another boxer in his animalistic fashion and spits at the fallen man... Clubber leans through the ropes and screams at the frightened reporters.

Mickey is in the audience.

Headlines read: "BALBOA EASILY DEFEATS CHALLENGER IN STH."

A photo of Rocky digging a hook into the midsection of the hapless challenger becomes live action.

Rocky drives the man across the ring and corners him on the ropes ...The challenger's corner throws in the towel.

The referee raises Rocky's hand ...Rocky pats his fellow fighter on the shoulder and waves down at Adrian.

Paulie refuses to join the crowd in cheering for Rocky.

18 HEADLINES: "LANG BECOMES NUMBER FOUR CONTENDER."

Lang again th1.n1derouslypo1.n1dsopponent into1.n1conscious- ness ...

Mickey's apprehensive form is seen seated in the audience.

Headlines: "STALLION WINS IN TIIIRD."

Rocky steps inside challengers jab and slams a hook to the jaw. The challenger is out before he hits the floor ... Rocky helps him to his feet.

Mickey jumps for joy.

Paulie is seated next to Adrian.

Adrian glances at him and shakes her head. He leaves.

It is Christmas time ...Rocky. Adrian, Rocky Jr. and Mickey are present... Mickey is dressed up as Santa Claus ...The room is decorated nicely ...Rocky Jr. sits on Mickey's lap opening a present...

Clubber is all alone hitting the heavy bag.

The bar room is cheaply decorated for Christmas ...Paulie sits alone drinking.

23 HEADLINES: "CLUBBER DESTROYS WILSON, IN THIRD."

Clubber's opponent's face is very battered as he clobbers him with a series of body punches and a hook to the head that finishes him off...

Headlines: "ROCKY WINS TENTH TITLE DEFENSE." Rocky is fighting his heart out ...Mickey screams instructio1 MICKEY Roll under an' double hook.

Rocky throws a hook over the right, and the challenger goes down...The referee stops the fight ... Mickey jumps in the ring and hugs Rocky ... Paulie observes the adulation Rocky receives and despondently leaves. ROCKY Hey, Mickey, I've been thinkin' about havin' my face fixed -- (touches the scar tissue) Get all this fixed. MICKEY Whatta ya a glamour.boy or a pug? ROCKY I'm gonna get it fixed.

25 STILL SHOTS

Rocky is seen after plastic surgery adorning the covers of five magazines selling products.

26 CLUBBER

in between every still shot Clubber is seen viciously assaul ing the heavy bag, thatresounds under his fists.

Clubber is diligently training in the gym. He hits the heav bag and the sound of a BELL is heard. He sharply turns arou

28 r:LUBBER

The BELL from the last scene bleeds over and Clubber turns and charges his opponent ...He corners the man and furiously attacks his body ...The man's agony spurs Clubber on to ever greater leaps into the air and the SCENE FREEZES. Headline: "CLUBBER LANG WINS-NUMBER ON CONTENDER."

The CAMERA MOVES SLOWLY along the bar revealing haggard, soul weary drinkers passing their lives away in a pain- less stupor. The days news report is heard in the background.

The CAMERA PANS UP to a television just as a SPORTSCASTER comes on.

30 INTERCUT

SPORTSCASTER #1 Well folks, today proved to be an interesting day in sports -- First, boxing. Clubber Lang, the devastating southpaw New York Heavyweight, demolished his hapless opponent in the first round to become the undisputed number one contender -- Here's the action.

31 INTERCUT

CLUBBER LANG has his man against the ropes and savagely beats him to the canvas. The referee tries to break it up but Clubber shoves him away and curses at his uncon- scious foe ...The action switches to Clubber Lang at ringside moments after the fight.

32 INTERCUT

A picture of Rocky appears behind him.

SPORTSCASTER #1 ...Well, another southpaw Heavyweight Champion, Rocky Balboa, doesn't seem to be worried about much these days, having just triumphed in his tenth title defense. He has even agreed to ...

33 CAMERA PANS DOWN

and reveals PAULIE sitting at the bar ...He is a portrait of depression.

34 SPORTSCASTER #1

SPORTSCASTER tfol ... Take on the World's Heavyw-eight Wrestling Champion in a sort of charity stunt with all the proceeds going to local youth foundations -- I'll give him credit, Mr. Balboa manages to keep busy -- a true sportsman and it looks like number one contender Clubber Lang will have to continue the waiting game. It would be a great match up -- also today, basketball's premier forward;..

35 ANDY

the bartender comes over.

Paulie starts to exit. ANDY Ya going? Hey, give Rocky my best.

Paulie exits in silence.

Paulie, drunk and angry, moves along the sidewalk ...He challengingly bumps into several people who are in his path.

Paulie moves on and passes by a penny arcade.

Inside are nearly twenty people ...Paulie freezes and enters ...What has caught his eye is a beautiful pinball machine with Rocky's image colorfully painted across the backing ...A young street punk and several friends are playing the NOISY machine; they tilt the machine and move on ...Paulie enters and eyes the blinking image of Rocky and suddenly loses control and flings a stool at the machine ...He attacks the machine with a vegeance as people shift around dumbfounded.

The Owner grabs Paulie from behind.•. Paulie easily flings him off and turns like a cat.

Paulie heaves a bar stool against the wall, and people begin fleeing.

Paulie heaves another stool and SHATTERS his own mirrored reflections.

The metal door to the corridor of the holding tank opens and ROCKY and a POLICEMAN enter.

POLICEMAN #1 I read in the paper ya gonna fight this wrestler, Rock.

38 CONTINUED:

POLICEMAN /fol I gotta see that one.

Rocky nods.

POLICEMAN ffo1 (continuing) My uncle use to wrestle weighed about two-forty.

POLICEMAN ffo1 Hell of a drinker too -- a whole case, no problem -- How is it? Cold outside. It's always freezing down here, feel it ... Y'know that last fight ya had was great. When you gonna fight this Clubber Lang?

Rocky shrugs.

POLICEMAN /fol (continuing) This ya relation here?

Rocky nods.

They arrive in front of a holding cell ...Inside Paulie is curled in a disheveled, sleeping, drunken ball along- side five other drunks.

Rocky studies Paulie's pitiful state.

Paulie's constricted red eyes open and focus on Rocky with almost a hint of hatred.

Paulie and Rocky saunter quietly between the cars ... Paulie lags a few paces behind... The tension is heavy.

39 CONTINUED:

ROCKY III - Rev. 2/10/81 12.

39 CONTINUED: (2)

Paulie reddens and kicks a car.

Paulie rips the watch off his wrist and smashes it to the pavement.

Paulie knocks it out of his hand.

39 CONTINUED: (3)

39 CONTINUED: (4)

Paulie swings wide at Rocky who jumps back and blocks it, and Paulie swings again and Rocky again blocks it.

39 CONTINUED: (5)

Paulie swings and Rocky blocks again ...Paulie continues to battle Rocky for nearly the length of the parking lot until Paulie is exhausted ...Paulie just stares at him pathetically.

They start to move away, their voices trail behind ... Rocky rubs his sore arms.

Paulie's in the hallway speaking through the bedroom door at Rocky and Adrian.

Rocky and ADRIAN are beneath the covers in the darkened room.

42 PAULIE IN HALLWAY

43 ROCKY

44 MICKEY

sticks his head out of his room which is several feet away from Paulie.

Paulie turns..

44 CONTINUED:

Mickey goes back into his room.

Paulie walks past Mickey, who's getting back into bed.

He walks away.

45 ADRIAN AND ROCKY BEDROOM

Any trouble with Paulie tonight?

... It'll be fun.

45 CONTINUED:

Rocky looks at Adrian and croons poorly to her. (Song -- "I Only Have Eyes For You.")

Rocky pauses.

ROCKY III - Rev. 2/10/81 19.

46 OMITTED thru

Outside the Philadelphia Spectrum, the marquee reads:

54 OMITTED

A PAIR OF COMMENTATORS sit at ringside in front of a bank of television monitors ...They wear headsets.

'WRESTLINGCOMMENTATOR #1 Good evening one.and all -- Tonight we have a most unlikely match -- Boxer against wrestler, with all the proceeds going to local charity -- I must say this evening's event could prove interesting -- Usually in matches where wr.estler versus boxer, the wrestler always proves victorious -- Once boxer is grabbed,·it's all over folks.

'WRESTLINGCOMMENTATOR #2 Indeed it is -- And seated next to me is perhaps Rocky Balboa's next legitimate opponent, number one ranked, Clubber Lang ...What do you think about all this?

Rocky, Mickey,AL a.ndPaulie head toward the ring.

56 CONTINUED:

57 RINGSIDE

The Commentators are still chatting with Clubber Lang.

ROCKY III - Rev..2/ 24/ 81

57 CONTINUED:

WRESTLING COMMENTATOR #1 Why do you think that is?

WRESTLING COMMENTATOR #2 Thank you, Clubber -- And here comes comes the World Champion now -- He seems relaxed, doesn't he?

WRESTLING COMMENTATOR #1 Like he's on his way to a picnic - - a fighting champion with over ten defenses to his credit since upsetting the great Apollo Creed several years ago.

58 ROCKY AND HIS CORNERMEN

move swiftly through the crowd... He enters the ring.

WRESTLING COMMENTATOR #2 Rocky is now entering the ring

59 ROCKY

stands in the ring ptmching into the air and waves at Adrian and his son.

60 ANOTHER ANGLE

Al rubs Rocky's neck as Paulie comes near.

ROCKY III~ Rev. 2/10/81 22.

60 CONTINUED:

Clubber Lang steps up to ringside ...Photographers snap away.

Clubber walks away, and Rocky turns to Mickey.

61 THE COMMENTATORS

look at their monitors and the arena starts to resound with a symphony ofmot.mting BOOS.

WRESTLING COMMENTATOR #1 The Wrestling Champion of the World now moves towards the ring -- Known only as the incredible Thunderlips. He.is truly an awesome sight.

ROCKY III - Rev. 2/10/81 23.

61 CONTINUED:

WRESTLING COMMENTATOR #2 Certainly is -- How much would you take to get in the ring?

WRESTLING COMMENTATOR #1 (laughs) Let's start with Fort Knox! Well, folks, it's David and Goliath time.

62 THUNDERLIPS

towers way above the crowd as he scowls his way toward the ring ...He is an awesome sight with his white wide- brimmed hat, huge mirrored sunglasses and flowing bright cape and outrageous outfit ... He carries a white whip. Behind him are three slave girls. Two hold up his cape while a third fans him with ostrich plumes.

63 ROCKY, MICKEY, PAULIE AND AL

stare in silence at the mountain of flesh.

ROCKY III - Rev. 2/10/81 24.

63 CONTINUED:

The wrestler steps over the ropes, and his awesome size is overwhelming ...Th.underlipsgoes to the microphone.

Thunderlips looks at himself in a mirror held by a slave girl then whips her away.

64 ADRIAN

cringes in her seat.

65 PAULIE

moves close to Rocky.

ROCKY III - Rev. 2/12/81 25.

66 THE RING ANNOUNCER

nods to the timekeeper who, in turn, RINGS the BELL. WRESTLING ANNOUNCER welcome one and all to this eveni:ag's grand and unusual event with all the proceeds going to the City's Youth Fomidations -- Without further delay, the last match in this card * -- a fifteen minute time limit * between two great athletes -- *

The crowd cheers ...Rocky looks down at ringside and locks stares with Clubber Lang ...Clubber slowly holds his fist up in a subdued, but effective, gesture ...The Announcer once again motions to the timekeeper who RINGS the BELL.

67 THE CROWD

boos and gives the menacing giant thumbs down.

68 MICKEY AND ROCKY

ROCKY III -Rev. 2/10/81 26.

68 CONTINUED:

69 ANDRIAN AND THE CROW

applaud, but she looks terrified for her husband's well-being ...

cur TO:

70 THE RING-

The REFEREE waves both combatants to the center of the ring.

Rocky and Mickey arrive in center ring and watch as Thunderlips lumbers forward with foreboding strides.

Rocky extends his hand.

Thunderlips scowls and shoves Rocky away ...The crowd boos the wrestler ...Rocky lowers his hand and backs away ...Thunderlips whips the slaves out of the ring.

ROCKY III - Rev. 2/10/81 27.

70 CONTINUED:

Rocky nods and waves to Adrian ...Mickey slips out of the ring. . .Rocky smilesand the BELL RINGS. . .Rocky makes the sign of the cross.

71 ANGLE

In a sudden burst of speed and rage, the wrestler charges across the ring ...Rocky barely escapes ...Re moves to the center of the ring, still thinking it is a fake fight.

Rocky circles for a moment ...

Everything is going smoothly until the increasing taunting from the audience begins to provoke the giant ...Suddenly the wrestler knocks Rocky in the midsection ...the impact sails Rocky into the ropes, and Thunderlips hits him with a forearm smash, then another, and another ...Rocky is staggered.

72 MICKEY

is yelling insanely to the Referee.

ROCKY III - Rev. 2/10/81 28.

72 CONTINUED:

73 ADRIAN

is hysterical.

WRESTLING COMMENTATOR #1 (V.O.) Balboa is in great pain -- This is no j eke l I

74 THE WRESTLER

Grabs Rocky by the neck and legs and hoists him high overhead.

The crowd boos.

He heaves him into the audience ...

75 MICKEY

trembles from anger.

ROCKY III - Rev .. 2/10/81 29.

75 CONTINUED:

He heaves a bucket. and the wrestler bats it away and laugh-snarls.

WRESTLING COMMENTATOR #2 (V.O.) Incredible Balboa was just heaved into the fifth row!

76 ROCKY

gets to his feet groping to clear his badly rattled brain.

77 THUNDERLIPS

stomps around the ring panting ... the crowd hurls debris and insults.

The wrestler starts to climb out of the ring, but the Referee blocks his way. Effortlessly, the wrestler grabs the Referee's face and shoves him to the floor.

WRESTLING COMMENTATOR #1 (V.O.) The referee is down!! The arena security men are rushin' down to stop this slaughter!

The huge man steps out of the ring and is met by a wall of uniformed security men ...Without hesitation, he begins mauling them.

WRESTLING COMMENTATOR #2 (V.O.) Somebody should stop this -- This is a disgrace! This fund-raising stunt has become a very dangerous brawl.

ROCKY III - Rev. 2/10/81 30.

are nearly out of their seats.

WRESTLING COMMENTATOR 4,1:2

should put a stop to this!!

Suddenly one of the security men goes flying past the Com- mentators ...The men go white.

WRESTLING COMMENTATORS 411& 412 Oh, my God!

79 ROCKY

moves from between the seats as the frenzied crowd cheers him on ...He is met by Paulie.

Paulie pulls out a switchblade and begins cutting ...The wrestler is now shoving the security men to the ground.

ctrrTo:

80 ANGLE

As the wrestler starts to stampede forward he is intercepted ~Y several helmeted uniformed city policemen ...He shoves chemaside. A second cop tries to crack him across the back of the neck. It only a~noys the wrestler who rips the club away and sna"OsC•it.The cop takes off.

ROCKY III - Rev. 2/10/81 31.

81 CLUBBER LANG

stares in awe ...

82 ADRIAN AND ROCKY, JR.

jump from their seats.

83 THE COMMENTATORS

are nervously eyeing the action.

84 PAULIE

has just finished tearing off Rocky's glove as the wrestler charges down the ramp to the ring ...Rocky cltmbs into the ring without his gloves.

85 ADRIAN AND ROCKY, JR.

cur TO:

86 MICKEY

screams at Rocky.

ROCKY III - Rev. 2/10/81 32.

87 THUNDERLIPS

turns and swings on to the apron of the rin~ and shakes a mallet-like fist at Rocky.

88 THE WRESTLER )

~ jumps over the ropes and moves like an infuriated/mountain of flesh towards Rocky ...Micky is going insane.

89 ROCKY

now moves like a street fighter -- tensed, hands held low, eyes unwavering.

Suddenly Rocky plows into the giant with a savage flurry of hooks to the body, then retreats -- he does it a~ain and the crowd goes wild.

The wrestler charges, and Rocky sidesteps and slams him in the ribs,·but maintaining his balance. . .Titewrestler grabs Rocky by the neck and begins to stran~le him.

90 MICKEY

is crazed.

ROCKY III - 2/10/81 33.

90 CONTINUED:

Suddenly Mickey gets a sharp pain in his chest and all time seems to stop ...His breath becomes shallow, eyes milky, unfocused ...He slumps on a stool to regain his breath. . .Al goes to him.

91 PAULIE

is suddenly in the ring with a bucket which he smashes on the back of the wrestler's head ...Thunderl:ipsdrops Rocky to the floor and snarls at Paulie ...Almost insane- ly, Paulie snarls back.

The giant lunges on Paulie and grabs him in a headlock, punches him, and Paulie is knocked cold ...The 'l'.'17't'estler now turns on Rocky who is still down on one kn,ee.

He climbs on the rope and leaps down onto Rocky. Rocky rockets upward and explodes a ptmch into the man's solar plexus ...The crowd roars.

92 MICKEY

is having ice applied to the back of his neck by Al ... The crowd's roar brings him to his feet.

93 THE WRESTLER

is doubled over in pain ...Rocky jumps to his feet and machine guns punches into the ~Lant's midsection, then leaps on the man's back and latches on to the man's tree-like neck.

:'hearena is in pandemonium.

WRESTLINC'!COMMENTATORS Rocky has stunned the giant.

ROCKY III - Rev. 2/10/81 34.

94 MICKEY'S EYES

spit fire as he yells to his fighter.

95 ANGLE

Rocky's weight, hanging from the back of the man's neck, causes Thunderlips to gasp for air and thrash around violently.

WRESTLING COMMENTATOR /fol(V. 0.) It's an out-and-out street brawl -- hanging on like a bull terrier, Rocky has the wrestler in a stanglehold -- He's beginning to stagger!

The human mountain's movements become panicky as Rocky holds on for dear life ...Mickey leans under the ropes.

96 THE GIANT

flings Rocky aro1md, but is beginning to stagger ...

97 ADRIAN

covers her son's eyes.

98 PAULIE

regains consciousness and quickly gets out of the rin~.

ROCKY III - Rev. 2/12/81 35.

98 CONTINUED:

The giant is wavering and tumbling against the ropes ... Rocky can no longer maintain his grip and falls off.

The gagging monolith paws towards Rocky,who sidesteps and potmds a barrage o;ptmches into Thtmderlips' mid- section ...The giant doubles over.

WRESTLING COMMENTATOR #1 (V.O.) Rocky has the giant in real trouble -- He'srocked by a barrage of crushing body b~ows --

Rocky. slamshome a.hook to the wrestler's temple ...And another, and thewrestler staggers forward...

99 MICKEY

is ecstatic.

100 ROCKY

sumr:::ions.all his strength and liftsthe man into hisarms * and dumps him ove:t"the ropes. *

101 THE ARENA

goes berserk.

of the ring!

102 THUNDERLIPS

He gathers his senses and starts to rise and leaps into * the ring. *

ROCKY III - Rev. 2/12/81 36.

102 CONTINUED:

Just at that moment the BUZZER is heard. The Announcer * and Referee leap into the ring to prevent any more in- * sanity. The BELL KEEPS RINGING. *

ANNOUNCER * The time is up -- ladies and * gentlemen we have a drawl *

Thunderlips pauses and seems to compose himself. His * girl covers him with the robe. *

103 CLUBBER LANG

stares in anger... He and Rocky lock stares for a moment Clubber steps forward.

Clubber goes as Rocky stares after him.

104 WRESTLING ANNOUNCER

ROCKY III - Rev. 2/12/81 36A.

104 CONTINUED:

105 ROCKY

goes to Adrian.

Thunderlips comes over.

L..

The wrestler puts his arm around Rocky. Al holds the camera as the men pose.

106 CMITTED thru

ROCKY III - Rev. 2/24/81 36B.

A limousine is idling in front of Rocky's home ...The driver is trying to keep curious onlookers from touching the car.

Rocky is with his son in the kitchen ...The boy is eating * a bowl of Wheaties. Paulie is reading a racing form... * drinking a beer... Rocky is dressed in a suit. *

ROCKY• JR. She was upset. too?

PAULIE

(interrupting)

-- I like this part.

Paulie looks up from the racing form and eyes Rocky.

ROCKY, JR. (picks up the fork) Then what happened to Goldilocks?

ROCKY III - Rev. 2/24/81 37.

112 CONTINUED:

Adrian and Mickey come into the kitchen.

They walk out of the room. Trailing behind:

'ROCKY (continuing) Do you know what this is all about?

Paulie leans over to Rocky, Jr. with the racing form. ;

ROCKY III - Rev. 2/24/81 38.

The limo drives to the top of the stairs and pulls along- side several other limos.

Rocky, Adrian and Mickey get out and MUSIC fro1n a marching band starts up. People applaud.

114 TOP OF MUSEUM STEPS

Rocky finds himself standing next to the MAYOR OF PHILA- DELPHIA... behind the men is a large object covered with a black hanging cloth.

The Mayor stands beside a podium which has the City of Philadelphia crest on it... As Rocky glances back at Adrian and shrugs in confusion, Mickey sighs.

114 CONTINUED:

115 ANGLE

The cloth is pulled away by two museum attenda.nts,and what is revealed is a beautiful bronze of Rocky at the top of the steps with his hands held high in victory.

116 ROCKY

is stunned, likewise Mickey and Adrian.

Rocky is waved forward and waits for the applause to die down.

(CONTIHUED)

116 CONTINUED:.

117 CLUBBER LANG

steps forward ...Beside him is his gruff, shorter, heavy- set MANAGER who almost looks as ferocious as Clubber.

The congregation is, of course, startled and faces the angry fighter ...

117 CONTINUED:

Rocky starts after Clubber, but Mickey and Adrian latch on to him.

Clubber steps up and points at Mickey.

118 THE POLICE

begin to move towards Clubber.

119 CLUBBER

119 CONTINUED:

120 ROCKY

is taken aback.

Mickey yells back at Clubber.

l1i.:··=Ystares atClubber,then moves away. Rocky grabs 'Hickey'sarm.

120 CONTINUED:

Mickey starts to walk away.

Rocky cannot believe he is being deserted by Mickey.

Rocky lo·oks at Adrian thendown at Clubber as he sways forward.

121 ROCKY

goes absolutely insane and shoves through the crowd ... Clubber charges forward ...The police strain to i;eparate the fighters___·

( CONTlNUED)

121 CONTINUED:

Clubber's and Rocky's clothes are being nearly torn off their backs as they claw towards each other ...Clubber manages to knock two policemen to the pavement and strike Rocky over the eye and opens a cut ...They are separated.

The limousine quickly veers to the curb and Rocky leaps out.

Rocky pays no heed and enters the house.

Rocky immediately moves to the staircase...Paulie yells from the kitchen.

Rocky continues up the stairsand storms into:

124 MICKEY'S ROOM

... and slams the door shut.

Mirkey places a shirt into an open suitcase that lies open on his bed.

124 CONTINUED:

Rocky moves over and slams the suitcase shut.

Rocky is dumbfounded.

ROCKY III - Rev. 2/10/81 46.

124 CONTINUED: (2)

Rocky glares at him.

ROCKY III - Rev. 2/24/81 47.

124 CONTINUED: (3)

Rocky slumps on the bed... Mickey sits next to him.

worst thing that could happen to a

fighter happened to you ...ya just

got civilized.

Mickey pats his leg.

Mickey stares at Rocky's doleful expression, then lowers his head. Rocky goes to Mickey's suitcase. *

ROCKY III - Rev. 2/24/81 48.

124 CONTINUED: (4)

Rocky picks_ up an old hot water bottle.

Mickey looks at him and laughs.

Everyday people are seen entering a fairly modern build- * ing, almost resembling the front of a facade of a bank * building. Over the door hangs a sign that reads: "HEAVYWEIGHT CHAMP TRAINS HERE DAILY."

At the gym's grand entrance Paulie sits at a table above

which hangs a sign: "ONE DOLLAR DONATION" ...He has a

pork pie hat on upon which is attached a small sign that

reads: "Money Taker." People pay and enter.

PAtn..IE ... Do I ask you questions? -- Next!

The CAMERA FOLLOWS the people in.

Th· training equipment is set up in an ornamented ball-

room with a beautiful chandelier. Rocky's in the

process of punching a new, red, heavy bag which is sur- rounded by spectators and photographers. Blow-up

pictures of Rocky are everywhere. It is almost a party * atmosphere.

ROCKY III - Rev. 2/24/81 49.

127 CONTINUED:

Rocky stretches.

(glances around)

How can we train in this joint?

It looks like a palace! How could

you rent something like this?

ROCKY

'Cause we should go out in style!

MICKEY

Forget style! Let's go out in one

piece C'mon, enough of this zoo,

let's get back to the old place.

ROCKY

C'mon, just enjoy i't!

Flashes go off aro\md him.

Rocky is shadow-boxing ... Paulie is passing through the spectators with a small stack of autographed phot:os of Rocky. Pinned to his shirt are "Rocky" buttons.

FAN * Get him, Rocky I *

Rocky turns to. face thecrowd and waves ...Mickey frowns. *

MICKEY * Pay attention! *

ROCKY III - Rev. 2/24/81 50.

Rocky works the speed bag ...Paulie stands near Mickey * selling soda. Rocky continues to punch away. The crowd * is circled around. *

As Rocky lies on the incline bench doing sit-ups:.

Paulie is in the background selling duplicated black. small-brimmed hats, the same style Rocky wears ...Across the front is "ROCKY" printed in yellow letters.

Rocky finishes jumping rope and a pair of.young girls * run up and kiss him. He smiles as Mickey scowls. *

MICKEY * Get away l. . . Let's move! *

Rocky, Mickey and Paulie are surrounded by darkness ... Paulie times Rocky as he does laps ...Mickey observes with an eagle eye ...Out of the darkness comes Rocky as he approaches his trainers.

Ex·~austed,Rocky passes the men and starts to fade into darlcnessagain.

ROCKY III - Rev. 2/24/81 51.

132 CONTINUED:

Mickey has a pain in the chest... He grabs it and shields his pain from Paulie's view... Rocky fades into darkness.

Only Paulie, Al and Mickey are around the ring as Rocky spars with a behemoth of a fighter ...

The gym is dark except for the light spilling from the chandelier over the ring. *

Mickey's face looks strained and he secretly pops a pill into his mouth.

The big fighter-bulls Rocky against the rope and .starts to pound Rocky hard.

Rocky slips to the side, elbow turns the other fighter, and now has him against the ropes.

Rocky rolls under a sweeping hook and machine gun.sa barrage of punches up and down the sparring partner's body and has the man in serious trouble.

Rocky stops, Paulie throws a towel around him. Rocky i' I turns and bows towards Mickey. . .Mickey smilesand sti.lfly curtsies back. Rocky climbs out of the :ring and Mickey covers him with a robe.

ROCKY III - Rev. 2/24/81 52.

133 CONTINUED:

They start to walk towards the locker room.

Rocky smiles at the old man and puts his arm arotmd his shoulder.

ROCKY III - Rev. 2/10/81 53.

People are flooding towards their seated situation around the bright boxing ring.

TITLE COMMENTATOR fll Welcome one and all -- Tonight's heavyweight title fight may prove to be the most memorable of all -- for tonight is the champion's final and perhaps most difficult title defense, and the action is bound to be exciting as the energy level of this arena rises as the seconds count do'Wilto fighttime. We now switch you to our remote cameras in the champion's and challenger's dressing room.

135 LOCKER ROOM

Clubber Lang paces angrily in his dressing room... present are his three handlers and manager ...several PHOTOGRAPHERS snap pictures of Clubber's stormy mood...

PHOTOGRAPHER fl1 Turn this way, Clubber --

PHOTOGRAPHERS fl2& f!3 Over here, Clubber.. . . Hold your fist up -- look mad.

136 ROCK.Y'SDRESSING ROOM

Present are Adrian, Paulie, Al and Hickey. Mickey stares hard into Rocky's eyes.

CUT TCI:

ROCKY III - Rev. 2/10/81 54.

137 COMHENTATORS RINGSIDE

TITLE COMMENTATOR #1 With us this evening is the former Champion of th~ World, the great Apollo Creed

TITLE COMMENTATOR #1 Any predictions, Apollo?

TITLE COMMENTATOR #1 Does the champ really hit that hard?

138 CLUBBER' SROOM

Clubber angrily paces as photographers snap his picture.

PHOTOGRAPHER {14 Over here,• Clubber !

PHOTOGRAPHER #5 Take your robe off, Clubber -- Let's have a body shot.

Clubber wheels around and rips the camera off the man's neck and smashes it.

139 ROCKY'S DRESSING R00t1- LAVATORY

Rocky kneels alone in the adjoining lavatory.

M:"::keyopensthe door.

ROCKY III - Rev. 2/10/81 55.

140 ANGLE

They start to move out ...Rocky kisses Adrian.

The crowd sounds build as Rocky and his entourage follow the security guards toward the arena ...Lines of photographers and hangers-on try to get his attention.

At the other end of the hallway, Clubber Lang and his handlers come into view.

141 CONTINUED:

Clubber Lang freezes at the sight of Rocky.

Clubber moves closer.

:>..ocky movesforward.

(CONTINl.TED)

5 7.

141 CONTINUED: (2)

Clubber charges Rocky, and Mickey jumps in his path and strains to keep them apart ...He is shoved to the floor by Clubber... the scene is utter pandemonium as the fighters are separated.

Mickey is leaning against the wall holding his chest.

Everyone rushes to Mickey. who is slumped again!:,tthe table.

Mickey's hit with another explosion in his chest and falls to the floor.

142 ANGLE

Mickey is guided into the locker room ...He is doubled over in pain.

The men help Mickey onto the table where the old manager lies back.

Rocky eyes Mickey for a long moment and goes to Adrian.

Adrian nods, and the men move to the door and exit.

143 RING

Clubber moves through the ropes and stalks around the ring as many fans boo.

144 COMMENTATORS RINGSIDE

TITLE COMMENTATOR #2 Clubber Lang has entered the ring -- A hard-looking fighter with over fifty-five knockouts to his credit -- Balboa may have his hands full tonight ...

TITLE COMMENTATOR #1 And here comes the Champion, Rocky Balboa! His last ten title defenses have been knockouts so we have two very heavy hitters in there tonight and incredibly they're both left handers.

145 ROCKY, AL AND PAULIE

move through the crowd, protected by twenty policemen.

146 ROCKY, PAULIE AND AL

enter the ring, and the crowd voices its approval ... Rocky's mind is very far away.

147 THE RING ANNOtn~CER

motions ior the bell to ring, which it does.

147 CONTINUED:

Apollo enters the ring as the crowd ROARS ...He waves and goes to Clubber's corner.

Apollo stares hard at him.

Clubber and his cornermen laugh. Apollo looks on the verge of violence, then turns and waves to the crowd and goes to Rocky's corner.

Apollo waves and steps out of the ring.

The CROWD BOOS ... Clubber stares down Rocky, but Rocky's mind is elsewr.ere.

(CDrITINUED)

147 CONTINUED: (2)

The crowdgoes berserk and chants hisname. . . butRocky is numbed.

Rocky and Clubber move to the center of the ring to receive instructions.

Clubber looks at Rocky, then spits on Rocky's chest ... Rocky tries to attack Clubber but is pulled off and guided back to his corner by Paulie.

148 CLUBBER

faces his manager.

149 ROCKY

dances in his corner and awaits the bell.

The BELL RINGS, and Rocky makes the sign of the cross.

Rocky blasts out of his corner and drives into Clubber with a vengeance and is pounding the man across the ring and it. .:o a corner.

150 RINGSIDE COMMENTATORS

TITLE COMMENTATOR #1 Balboa is off to an incredible start -- He looks determined to destroy the larger challenger!

151 ROCKY

pounds Clubber with pile-driving force that causes the man to buckle in pain, but Clubber, with his bull-like strength, manages to shove Rocky away and mounts an assault of his own.

152 ROCKY.SCRAMS FROM RINGSIDE

The two combatants stand in the center of the ring, neither

giving gromid, but Clubber s strength is beginning to prevail.

153 CLUBBER S MANAGER

154 CLUBBER

clinches and potmds Rocky on the back of the neck and shoves him into a comer, and there mileashes hell on the champion ... Rocky is hurt.

:55 COMMENTATORS

TITLE COMMENTATOR #2 The challenger is hitting Balboa with everything! Incredible punishment:!

156 ANGLE

Blood pours from Rocky's left eye and nose, and he is hang- ing on at the bell ...Clubber pushes Rocky away.

Clubber raises his hand victoriously and travels to his corner ...Rocky moves slowly to his.

157 ROCKY'S DRESSING ROOM

Mickey lies on the table. . . his breathing isshallow. . .His eyes open slightly as the CHEERING FILTERS into the dressing room.

158 ROCKY

sits in his corner... Al tends to his cuts.

15 9 CLUBBER' SCORNER

160 TH'!:'.BELL

RIN~S, and the fighters tear into each other -- after the first assult, Rocky tries moving to the left and employing defensive tactics.

160 CONTINUED:

Clubber is too much to keep away and hits Rocky with a crushing overhand right that nullifies Rocky's defenses ... Blood pours from another cut as the champion barely manages to hang on to consciousness.

161 PAULIE POUNDS THE CANVAS

162 RINGSIDE COMMENTATORS

TITLE COMMENTATOR #1 The champion is nearly helpless --What a beating!

163 CLUBBER

unloads his c·ompletearsenalon Rocky who is finally felled bya pulverizing blow to the chin. Rocky is out.

164 PAULIE

is nearly into the ring.

165 Rii.:,(;SIDECOMMENTATORS

166 RING

167 APOLLO

looks on in disbelief.

168 ROCKY

is up on one knee -- Clubber storms around the ring as people flood through the ropes.

Rocky rises and looks lifeless as trash rains down on the ring,mainly directed at Clubber. Debris bounces off Rocky's head and shoulders as Al and Paulie rush to cover him with a robe.

169 DRESSING ROOM HALLWAY

The hallway is lined with reporters, photographers, thrillseekers and police. Paulie and Al clear a path for Rocky as he nears the dressing room.

RocKy enters the dressing room, as Paulie and Al stand guard outside .

Rocky enters and Adrian goes to him. A Doctor attends Mickey.

Rocky goes to Mickey.

Mickey slowly opens his eyes.

Mickey swallows hard.

Roci•.ytakes offhis robe and covers Mickey .

Yeah, everythin' okay, so don't ~..rorryabout nothin''cause it's gonna be okay ... (MORE)

170 CONTINUED:

Mickey stretches his arms toward Rocky, and the fighter leans down and embraces the old man.

Mickey's embrace slackens and the remaining tension goes out of his body. He is gone.

Rocky studies the old man's peaceful face and becomes choked with a world of emotion. ·

Rocky lowers his hc.:1don Hickey's still chest,and the SCENE FADES.

Mickey's coffin is lowered into the ground under the solemn gaze cf Rocky, Adrian, Paulie and Al.

171 CONTINUED:

Adrian's head touches Rocky's sleeve and they begin to move away in silence.

172 PAULIE

moves alongside of Rocky.

Adrian is fast asleep,and Rocky sits on-the opposite side of the room looking pathetically withdrawn.

Rocky goes into Mickey's room ...He· studies the pictures of Mickey and him after fights that line the wall. He drifts to the old man's bed and lies down and closes his eyes.

Several REPORTERS and photographers listlessly lean against a parked car in front of Rocky's house.

Paulie stands on the front steps berating the Reporters.

REPORTER 4Fl ...We're on public property.

ROCKY III - Rev. 2/24/81 69.

176 MICKEY'S ROOM

Rocky is in a chair flipping through an album covered with newspaper.clippings of him and Mickey. His eyes reflect mounting melancholy.

He flips to a page that has Mickey and him embracing -- A caption reads: "CLASSIC TEAMWORK -- A ONCE-IN-A-LIFE- TIME MATCHING OF MANAGER AND MUSCLE."

Rocky slowly closes the book.

Rocky drives by and stares at the weathered sign. then moves on.

Rocky drives by the youth club and sees the sign has been smeared with paint ...He drives on.

Rocky drives the bike slowly through the graveyard.

stares at Mickey's headstone. then speeds away.

Rocky guides his motorcycle to the museum steps. He stares at his overpowering statue. The tranquil scene is suddenly jarred by Rocky angrily heaving the half- filled wine bottle against the statue.

The GLASS SHATTERS into small, reflective angles and the red wine drips almost grotesquely from the contours of the statue's face.

Rocky's motorcycle is seen parked out front ...a taxi- * cab pulls up and a large man gets out. *

Rocky moves across the shadowy gym without any direct

purpose.

ROCKY III - Rev. 2/24/81 70.

180 CONTINUED:

He approaches a suspended speedbag and takes a swipe at * it.

Rocky whips around and sees Apollo Creed standing in the shadows. He steps forward.

Apollo steps out of the shadows.

Your wife said you might be here.

Rocky and Apollo sit near the rear of the gym on the ring

apron.

ROCKY III - Rev. 2/24/81 7OA.

181 CONTINUED:

Apollo studies Rocky for a moment, then turns away.

ROCKY III - Rev. 2/12/81 71.

181 CONTINUED:

... now -- This Clubber s a

mauler -- fightin' him is like fighting a bigger you -- you've got to change your style all over.

ya style.

-- I don't need this. C'mon, y'know where it's at.

ROCKY III - Rev. 2/12/81 72.

181 CONTINUED: (2)

Rocky takes a few paces.

that fight for all the wrong

reasons -- ya lost your edge. I

know your manager dying had you

messed up bad but you still didn't

look hungry -- Hell, when we

fought you had the eye of the.

tiger, man -- The edge -- Now you

got to fet that back and to do

that we ve got to go back to the

beginning -- And you're right ... it is almost impossible to change your styles but who knows, maybe it can be down, maybe we could win it back together... get

back, man. I have the plan.

Rocky looks at Apollo's expression, then turns away to think.

ROCKY III - Rev. 2/12/81 72A.

182 OMITTED thru

In a modern conference room, thirty REPORTERS and ten photographers are gathered aroi.mdApollo, Rocky and Paulie.

189 CONTINUED:

REPORTER 1fo2 Rocky Rocky, when did ya decide to ask Apollo to become your trainer?

REPORTER 1fo2 Did he seek you out?

REPORTER 1fo2 Apollo, how does it feel to be on the other side as a trainer?

REPORTER 1!4 How do you plan to train Rocky?

REPORTER 1!3 And who are you?

REPORTER 1!6 No offense. But you can't make silk out of a sow's ear -- How do you plan on transforming Rocky into a boxer?

189 CONTINUED: (2)

I do indeed -- And this man whipped me! True it was probably an accident, but he did do the impossible.

Paulie shakes his head at Rocky making a gesture that Apollo is crazy.

REPORTER 4fo5 Rocky, what will be your strategy?

REPORTER 4fo5 Then what is the strategy?

ROCKY III - Rev. 2/12/81 75.

189 CONTINUED: (3)

The conference breaks up and Rocky leans over to Apollo .

What's a secret crunch p1.m.ch?

Rocky.,Apollo, Adrian, and Paulie are seated around the * television.

191 ANGLE ON TELEVISION

On screen is the Sportscaster.

SPORTSCASTER f!2 And so much for today's ball scores ...

A picture of Rocky and Clubber Lang is projected on screen behind the Sportscaster.

SPORTSCASTER f!2 (continuing) Well, after.the stunning upset of Rocky Balboa by newly crowned champion, Clubber Lang, the boxing community wondered if Lang would accept the challenge for a rematch made earlier -- Well, here's Clubber Lang's reply.

ROCKY III - Rev. 2/12/81 76.

191 CONTINUED:

microphones in his face.

REPORTER 1fo7 Clubber, do you accept the challenge foD a rematch with Balboa?

REPORTER 1fo8 What do you think about him being trained by Apollo Creed?

REPORTER 1fo8 When will the match take place?

Sooner the better.

The Sportscaster comes back on.

ROCKY III - Rev. 2/12/81 77.

191 CONTINUED: (2)

192 ANOTHER ANGLE

Apollo turns off the television.

A large Advent television screen is filled with the Apollo and Rocky engaged-in battle during their second fight.

Apollo is seen ripping Rocky apart with combinations ...

On screen Apollo is jabbing Rocky at will... Rocky is floored.

Rocky is seen getting floored by Creed.

ROCKY -Rev. 2/12/81 78.

193 CONTINUED:

194 PAULIE

stands against a wall stackedwith trophies and boxing memorabilia, especially outstanding are large color shots from Rocky's and Apollo's two fights ...Paulie wears his sunglasses. Adrian stands at the very end of * the room bordered by darkness.

dumpo'ed.

I don't wanna discuss no philosophy here.

ROCKY III - Rev. 2/12/81 79.

194 CONTINUED:

The tape goes on and Rocky is at war with Clubber Lang.

Apollo rises. Adrian stares at Rocky as the SCENE FADES.

Rocky continues to watch himself being beaten by Clubber Lang ...A hint of doubt creeps into his eyes.

Rocky is seen coming down the steps with a pair of suit- cases in his hands ...He is well dressed ... At the front door is Apolloand an apprehensive Paulie .. .

Adrian and Rocky Jr. follow him down the stairs.

ROCKY III - Rev. 2/12/81 80.

195 CONTINUED:

They cross to the front door.

ROCKY, JR. Okay.

Smiles.

Rocky looks doleful as he kisses Adrian and his son good- bye ...

He exits towards a waiting taxi as his wife and son move on.

Rocky, Apollo and Paulie, who is wearing dark wrap-around sunglasses, step out of the airport and up to a taxi.

ROCKY III - Rev. 2/12/81 81.

196 CONTINUED:

Rocky. Apollo and Paulie disembark the taxi in front of a decrepit hotel in a mixed neighborhood... The well dressed men, except for Paulie, stand out against the dismal backdrop.

Apollo starts to move inside.

APOLLO· You're missin' the point -- Let's check in and get to the gym.

ROCKY III - Rev. 2/12/81 82.

197 CONTINUED:

Apollo, Rocky and Paulie move towards the vile looking gym... Rocky and Apollo carry their ~quipment bags.

I

Apollo, Rocky and Paulie enter the· dreary joint. The dark, painful looking texture is overwhelming and even enhanced by the many rugged, sweating black fighters that slowly cease in their training activities as Apollo, Rocky and Paulie move forward... The feeling of being surrounded by angry jungle cats prevails.

ROCKY III - Rev. 2/24/81 83.

199 CONTINUED:

DUKE, the seasoned trainer, steps forward.

DUKE

Hey, cha.mp -- everything's set up ready to go.

He stares hard at Rocky.

APOLLO

Duke, you recognize this man.,don't

you?

DUKE

(after a pause)

I recognize him alright -- It's

good to be workin' with you, 'cause

we sure had enough of workin'

against ya. -- How·you feelin'?

ROCKY

Good, thanks.

DUKE

Right.

Apollo starts to move off... The young fighters start to crowd around him... Paulie draws Rocky aside.

ROCKY III - Rev. 2/24/81 84.

199 CONTINUED: (2)

Paulie leans against the wall and observes Rocky dressed in full sweats ...Apollo stands next to Paulie dressed in a workout outfit... pulsating MUSIC comes from a portable STEREO cassette machine... Several fighters look on in wonderment.

DUKE

That's why we're here --

Apollo starts bouncing from foot to foot, and Rocky awk- wardly tries to keep pace.

Rocky tries to find a rhythm and·studies himself in the mirror. Some of the fighters shake their heads in dis- may.

ROCKY III - Rev. 2/24/81 85.

200 CONTINUED:

Duke glides over to Paulie ...

DUKE

No, he ' s not.

DUKE * You know that, do you?

DUKE

Rocky is now beginning to move very well with the MUSIC.

Apollo smiles at Rocky and moves back to Paulie.

Rocky ±sin an old pool doing short laps ...Paulie ob- serves from the side, likewise Apollo and Duke. Rocky * turns and swims away.

PAtrr..IE When do you think he'll drown?

ROCKY III - Rev. 2/24/81 86.

201 CONTINUED:

DUKE

He's too tight, he has to stretch and develop muscles he never thought he had.

Rocky swims to· the pool'sedge ...he seems distant.

Cheap neon flashes as drunks stumble around outside.

Paulie's room is horrible ...the NOISE is driving him crazy. He jumps from his bed, throws open the window and screams at the noisy derelicts:

Who needs this sick place! -- I don't.

ROCKY III - Rev. 2/24/81 87.

Apollo is with Duke watching 16mm film of Rocky and

Clubber.

APOLLO

He's got to get him early. I

figure we can keep the pace going

for about eight rounds -- After

that he'll be out of steam...

Rocky is standing in the loboy on the pay phone ...behind him are several shoddy transients watching late movies on a black and white TV.

Rocky is in the cramped, crumbling bathroom and in the * dull glow of bare bulbs he half-heartedly practices his * jab in front of the filmy mirror. He pauses and leans * closer to inspect the scars and looks depressed. MUSIC * STARTS ashe turns off the light and exits .

...( 206 OMITTED ("--.__..· * thru

Rocky is dancing to the rhythm of the pulsating MUSIC coming from a portable STEREO.

210 FLASH FORWARD

Rocky's mind begins to flash forward. He visualizes Clubber Lang bearing viciously down on him the night of the fight ...Apollo is in his corner, likewise Paulie ... The NOISE is DEAFENING ... Clubber glares at him... Apollo's voice cuts through. *

ROCKY III - Rev. 2/24/81 88.

211 PRESENT

Apollo is punching as Rocky works on defense ...He moves * side to side trying to avoid punches.

DUKE

C'mon, side to side, c'monl That's it! Slip! Slip!

Paulie eyes the situation with mounting doubt.

213 FLASH FORWARD

Rocky sees himself being knocked to the canvas and badly beaten by Clubber Lang... just before he falls, the day- dream ends.

214 PRESENT

Rocky lies in his bed as the brutal SOUNDS OF THE BOOING CROWD from the fight arena grow in his head...

216 FLASH FORWARD

He sees himself being pelted with trash ... He sees Apollo walk away in disgust ...likewise Adrian, Paulie and Duke. -.'r·

Rocky is moving around the ring trying to imitate Apollo, who glides to and fro effortlessly.

ROCKY III -Rev. 2/24/81 89.

217 CONTINUED:

the jab!

218 FLA.SHFORWARD

Rocky sees himself hitting Clubber at will but Clubber only laughs.

219 ROCKY COMES BACK TO REALITY

A220 INT. HOTEL ROOM - NIGHT

Rocky, unable to sleep, stares up at the ceiling.

Rocky.and Apollo run along the tracks. Their beards are fuller. Rocky and Apollo exchange doubtful stares.

221 FLASH FORWARD

Rocky visualizes himself on the canvas badly beaten and unconscious ...Adrian, Apollo, Paulie and Duke, along * with hordes of reporters, frantically shove to get close ... Cops shove people away.

ROCKY III - Rev. 2/24/81 89A.

Rocky is in the gym working the extremely difficult double end reaction bag...

Paulie watches and shakes his head and looks at Duke. *

223 FLASH FORWARD

Rocky visualizes himself being stalked by Clubber Lang.

224 PRESENT

Rocky comes back to reality, tries to slip the punches and is hit. Misses the bag.

Apollo, Paulie, Duke and Rocky are on a deserted beach. *

Rocky gazes at Paulie standing about a hundred yards

away.

DUKE

(to Rocky) You better be high steppin' 'cause Apollo can burn, baby.

ROCKY III - Rev. 2/24/81 89B.

225 CONTINUED:

DUKE

Ready -- Go!

Apollo and Rocky take off, and Apollo's superior speed is evident to him the first step.

226 FANTASY

Rocky starts to fantasize about the fight ...He sees Clubber charging.

227 PRESENT

Rocky running in sand.

228 FANTASY

Rocky being assaulted brutally by Clubber.

231 FANTASY

Rocky starting to crumble to the canvas in SLOW MOTION.

232 PRESENT

,

Rocky's sprinting begins to slow down.

ROCKY III - Rev. 2/24/81 90.

233 FANTASY

Rocky tumbling to the canvas in SLOW MOTION ...

234 FANTASY

EXTREME CLOSEUP of Adrian crying; Paulie, Duke and Apollo * yelling:

235 PRESENT

Rocky's sprinting becomes even slower.

236 PRESENT

Apollo reaches the finish line and turns to face Rocky ... Rocky's pace is almost a slow jog ...

237 ANGLE

Rocky stops running.

238 FANTASY

Rocky is seen crumbling on the canvas ...He looks piti- fully at Adrian, then at Apollo ...Behind Apollo he sees what appears to be image of Mickey staring at him ...The old man turns and exits.

239 PRESENT

Rocky stops running and stares at Apollo, Duke and Paulie standing thirty yards away.

ROCKY III - Rev. 2/ 24/ 81· 91.

239 CONTINUED:

Rocky walks away, leaving Apollo and Paulie in confusion

Paulie goes to Rocky.

I

Rocky remains silent.

Rocky turns and walks away.

Rocky and his son are kicking a ball around.

The child misses.

Rocky continues to play, but his mind is far away ... Adrian watches from the window.

Rocky watches as his son works on a coloring book.

ROCKY, JR. What color should Imake the eyes?

The child draws some more.

ROCKY, JR . .. .I don't want to, Daddy.

Adrian is in the kitchen. The TELEVISION is ON. Adrian observes this. Paulie stands in the kitchen.

243 OMITTED

Rocky sits with Rocky, Jr. on the back of the motorcycle.

ROCKY, JR. What's·a smeller?

ROCKY, JR. Why didn't his ears grow?

ROCKY, JR. Are you leaving again?

244 CONTINUED:

ROCKY, JR. Promise?

ROCKY, JR. Good -- I likeyou here.

Adrian sits in front of the television in her darkened room.

246 ON TELEVISION SCREEN

SPORTS ANNOUNCER 1!3 Many people are shocked and disappointed by the failure of the.rematch and two men in particular.

Clubber Lang comes ONTO THE SCREEN.

REPORTER 4!9 Did this come as a shock?

REPORTER 4,10 Did his camp send over a reason for his backing out?

The picture changes and Apollo Creed appears.

246 CONTINUED:

REPORTER 4tll Do you think he could have defeated Clubber Lang? -- He took a terrible beating.

Rocky stands in the bathroom washing his face. He is preparing for bed. Adrian enters and stands in the doorway.

247 CONTINUED:

Rocky turns off the water.

Rocky goes into:

ROCKY III - Rev. 2/12/81 97.

248 CONTINUED:

Rocky exits ..

ROCKY III - Rev. 2/12/81 98.

Rocky hurries down the steps and opens the closet. He * beholds many beautiful overcoats and jackets. . .He * tosses them aside and digs almost frantically in the * back of the closet. And withdraws his old black * leather coat and cut-off gloves that are in the pocket * ... He exits. *

250 OMITTED

thru

A WIDE SWEEPING VIEW of a much inhabited cemetery. A man is seen standing in the distance. It is Rocky. He looks down at the gravestone that reads:

254 CONTINUED:

254 CONTINUED: (2)

Rocky stares at the headstone.

Startled, Rocky wheels around and faces his wife standing several feet away.

She turns and moves away.

Rocky goes into a phone booth and dials.

Paulie is lying awake in bed, the PHONE RINGS.

257 PHONE BOOTH

Rocky looks around at the morning mist starting to rise.

ROCKY, JR. (V.O.)

ROCk'Y III -Rev. 2/24/81 101.

257 CONTINUED:

ROCKY, JR. (V.O.) Yeah, I remember Pinocchio, Daddy.

,ROCKY Well, I-just wanna tell you that I been lying a little -- An' I might have to go away awhile to fix it all up -- Okay?

ROCKY, JR. (V.O.) Okay When will you come back?:

Rocky hangs up the phone and moves out of the phone booth.

258 OMITTED thru

ROCKY STATUE

The CAMERA SLOWLY PANS DOWN and reveals Rocky parked at the curb astride his motorcycle, staring up at his bronze figure with its fist raised in glory .

His fists are nearly outstretched as the MUSIC BUILDS IN INTENSITY ...

With his jaw set with determination, and fists now fully extended into the blackness of the night, the spirit is born againl

TRAINING MONTAGE

Rocky and Apollo are jogging through the early morning haze.

Apollo, Duke and Paulie watch as Rocky whips the speedbag.

ROCKY III - Rev. 2/24/81 102.

Rocky strains to follow Apollo through the boxing movement. Rocky is getting better ...Paulie, and Duke watch. .*

Rocky works out on the difficult double end reaction bag ... He hasn't mastered it, but he shows great improvement.

Rocky and Apollo are thundering through the sand doingwind sprints ...Paulie and Duke are at the finish line. . *

Apollo crosses first and Paulie shakes his head in dis- appointment.

Rocky strains as he plows .through the water. . . Paulie and Duke are present. He reaches the wall and Apollo shouts * out.

Rocky is blazing away with the skip rope.

Rocky and Apollo dance to the MUSIC.

Rocky jabs at the punchi~g mitts held by Duke.

Rocky and Apollo move together in perfect time ...When Rocky performs a very difficult movement, Apollo laughs and they slap hands.

ROCKY III - Rev. 2/12/81 103.

Rocky has mastered slipping punches and ducks beneath Apollo's ceaseless bombardment.

Rocky is going faster than ever on the skip rope.

Rocky leaps into the air and performs double jmnps at never before seen speed.

Only the ring is illmninated, and Apollo and Rocky prac- tice graceful footwork.

Rocky punches gracefully at an assortment of bubbles being blown by Apollo and Paulie.

Rocky is swimming with all his might and the water churns angrily in his wake ...He is exhausted as he reaches the wall.

Rocky grabs Paulie's leg and pulls him in. *

Rocky and Apollo are sprinting ... their veins bulge and muscles seem to be bursting from their skin as they speed towards Paulie and the finish line.

It's neck and neck.

Apollo is sligh.t·ly ahead and appearstobe pulling away when Rocky shortens the distance ...

ROCKY III - Rev. 2/26/81 104. *

280 CONTINUED:

Apollo gives it his final burst of speed, likewise Rocky.

Rocky surges forward and crosses the finish line first.

Paulie and Duke rush over, likewise Apollo ...Rocky is ecstatic and he is lifted in the air ... The FRAME FREEZES as Rocky drives his fist towards the sky... A BELL is heard.

The BELL from the last scene bleeds into this one ...the bright lights of the New York marquee read:

REMATCH COMMENTATOR#1 (V.O.) Welcome, ladiesand gentlemen, to world famous Madison Square Garden -- a most exciting backdrop for the anxiously awaited rematch between former champ, Rocky Balboa, and reigning Heavyweight Champion, Clubber Lang! The Garden itself is packed with some of the most loyal fight fans in the world who have come to this arena where the anticipation grows as fight time draws near ...We switch you now to our remote cameras inside the fighters' dressing rooms.

Rocky's hands are being taped Apollo, Adrian, Paulie and Duke are present. Paulie is at the door.

ROCKY III - Rev. 2/26/81 105.

I

Clubber's hands are being taped.

begin would you care to colIIIIlenton how you plan to fight Balboa? What's your strategy?

284 OMITTED thru

291 COMMENTATORS

REMATCH COMMENTATOR ffo2 Since both men are brawlers, with the edge in power going to Clubber Lang -- Odds are long against Balboa regaining the Title --

COMMENTATOR fFl I'd. have to agree. Toe-to-toe Lang is utterly devastating, and much too strong.

292 ROCKY'S DRESSING ROOM

Rocky is pacing all alone as everyone stares in silence.

Remember what he did to you. Now

it's your turn -- your turn --

last chance.

293 CLUBBER'S DRESSING ROOM

ROCKY III - Rev. 2/26/81 105A.

293 CONTINUED:

hate Balboa, but I will destroy

anybody who tries to take what I

got. .Anybody.

294 THE ARENA

Many people in the arena chanting his name and showing banners and placards. I

295 COMMENTATORS

REMATCH COMMENTATOR /fol ... Lang's a brawler who likes to hurt a man to the body.

COMMENTATOR /f2

psychologically recovered from the vicious knockout by Clubber.

296 ROCKY'S DRESSING ROOM

Apollo leans next to Rocky.

ROCKY III - Rev. 2/26/81 106.

296 CONTINUED:

Paulie motions from across the room.

Apollo looks at him and pats his shoulder. Rocky kisses Adrian.

r 297 COMMENTATORS

·REMATCH COMMENTATOR f!l Hey, here comes Rocky and Apollo now -- Two former champions! .•. Balboa looks deadly serious tonight, Jim.

298 ROCKY, PAULIE AND APOLLO

make their way to the ring. The crowd builds in intensity.*

REMATCH COMMENTATOR f/2(V. 0. ) That he does -- Word has it this is Rocky's last fight -- Win, lose or draw -- But he has a score to settle and his serious mood reflects just that... Rocky Balboa, the iron man from Philadelphia, certainly has the support from this crowd.

ROCKY III - Rev. 2/26/81 107.

299 MANY PEOPLE IN THE ARENA

chanting his name and showing banners and placards.

300 RING

Rocky starts to climb into the ring.

REMATCH COMMENTATOR #1 (V.O.) 'The Italian Stallion,' an eight- to-one underdog climbing into the ring -- He looks incredibly trim, * doesn't he? He looks twenty pounds * lighter. *

REMATCH COMMENTATOR #2 (V.O.) That he certainly does!

Rocky steps through the ropes. Apollo and Duke have "Rocky"* written on the back of their sweaters. Paulie has just "Paulie" written on his.

301 COMMENTATORS

REMATCH COMMENTATOR #1 Balboa does not really possess any ring skills, but I've never seen a fighter with as much raw determination to get to the top of his profession --

ROCKY III - Rev. 2/26/81 108.

302 CLUBBER AND HIS ENTOURAGE

move through the crowd ...Clubber looks ferocious.

REMATCH COMMENTATOR #1 The champion looks sullen, look at those eyes -- I'll tell you, folks, I sure wouldn't want to be in there.

303 RING

Apollo leans next to Rocky.

304 CLUBBER

He enters the ring and the crowd cheers and boos ... He raises his fists and lumbers towards Rocky and scowls.

CLUBBER

I Hey, sucker, you ready for a

beatin'? You should never have come back.

He gets close to Apollo, almost nose to nose.

Apollo shoves him, and Clubber comes roaring back... Before they can exchange blows, they are separated.

ROCKY III - Rev. 2/26/81 109.

304 CONTINUED:

305 COMMENTATORS

REMATCH-COMMENTATOR #1 A brawl before the bell! -- Apollo and Clubber wanting to go at each other right on the spot. That ring is ready to explode... The fight is about to officially begin.

306 RING ANNOUNCER

The Ring Announcer motions. for the bell to be rung.

World's Heavyweight Championship Fight -- would everyone stand for

the National Anthem sung by

307 ANGLE

As the Anthem is sung the fighters pace and stare one another down.

308 OMITTED

310 RING ANNOUNCER

ROCKY III - Rev. 2/26/81 110.

310 CONTINUED:

The AUDmNCE APPLAUDS.

311 ANOTHER ANGLE

Adrian sits in the crowd with Rocky, Jr. -- Rocky glances down at them.

312 THE RING

Clubber raises his fist and disrobes, exposing the Heavy- weight Title belt.

312A ANGLE

Rocky disrobes.

COMMENTATOR ff1 I can't believe it -- He looks like

a middleweight.

312B ANOTHER ANGLE

The REFEREE motions the fighters to the center of the ring... Rocky goes with Apollo ...Clubber and Rocky's molten expressions are chilling as they stand nearly nose- to-nose.

Clubber refuses i::oshakehands and spits on the canvas.

ROCKY III - Rev. 2/26/81 111.

312B CONTINUED:

The fighters return to their corners.

313 ROCKY'S CORNER

Rocky and Apollo stand facing the crowd••. Apollo's eyes burn into the fighter's unyielding countenance of welling determination.

Rocky nods•-

Rocky nods and kneels to make the sign of the cross ...He glances ringside at his wife ...

The BELL RINGS and the fight is now reality.

314 ANOTHER ANGLE

Furiously charging for the quick kill, Clubber is met by a tattoo of swift jabs that find their marks ...Rocky dances around the angry mound of muscle, beating him in every possible fashion.

ROCKY III - Rev. 2/26/81 112.

314 CONTINUED:

REMATCH COMMENTATOR #1 Absolutely Clubber Lang is confused and trying to m.otm.tan attack, but can't corner -- I can't believe I'm saying this -- Can't corner the fleet-footed challenger! I

Rocky keeps Clubber off balance by continually changing

j directions.

315 ROCKY'S CORNER

Apollo, Paulie and Duke yell encouragement.

316 CLUBBER

He finally manages to get close to· Rockyand bulls him

against the ropes over Rocky's corner.

317 ROCKY' SCORNER

318 ANOTHER ANGLE

Rocky ties him up. Clubber tries to bang Rocky hard * against the shoulders and mid-section. *

ROCKY III - Rev. 2/26/81 113. *

318A ROCKY'S CORNER

318B ANGLE

Rocky turns and chops right and left. Then a flu:rryof combinations.

319 CLUBBER' SCORNER.

320 ANGLE

At a point of sheer desperation, Clubber ltm.gesout and flails at Rocky..• Rocky s~desteps and Clubber goes into the ropes ...Rocky now opens up.

REMATCH COMMENTATOR /fol The champion is furious! He's lookin' for the one ptm.ch that will take the starch out of the challenger's legs -- Clubber going for Balboa's head, oh good, ptm.ches that have the challenger backing up Look at that, Balboa fakes and is off the ropes and double hooks to the body I Oh, here come the bombs I I

Clubber ltm.ges. Rocky nails him hard with a cotm.terleft.

321 ADRIAN

She and the crowd arotm.dher are on their feet.

322 ROCKY'S CORNER

ROCKY III - Rev. 2/26/81 114.

322 CONTINUED:

PAtn..IE Two hands -- C'mon, Rocke!

323 THE RING

Clubber is beginning to totter, and Rocky continues to bang away.

REMATCH COMMENTATOR #2 The champion is in real trouble -- I don't know what is keepin' him upright1 Rights and lefts are just pouring from the southpaw!

The BELL RINGS as Clubber manages to barely hang on to a shred of consciousness ... The fighters go to their corners.

324 ROCKY'S CORNER

Paulie, Apollo and Duke begin to work on Rocky who chooses* to stand.

325 CLUBBER'S CORNER

He balefully eyes Rocky across the ring.

for long.

ROCKY III - Rev. 2/26/81 115.

326 ROCKY' SCORNER

counter and move! Counter and

move! -

DUKE

Keep f ak.in' •

327 RING CENTER

Rocky and Clubber clash in the center of the ring, and Rocky begins to pepper away at Lang's face.

jabs off the champion's eyes ...the

I hellcat from Philly is giving no

quarter and looks determined to beat the odds again.

Clubber feints and wings a good sweeping hook tha.t drives Rocky back into a corner. . .Rocky fights back, but Clubber's power dominates, and Rocky holds on for dear life...

The Referee tries to break them up..• Clubber hits Rocky in an insulting fasion as the clinch breaks.

REMATCH COMMENTATOR /fl It now looks like Rocky wants to trade'with the champi.on-- That could be a fatal mistaker

ROCKY III - Rev. 2/26/81 116.

327 CONTINUED:

Clubber sails into Rocky with pulverizing body blows that etch pain on Rocky's face.

32 8 ROCKY' SCORNER

329 RING ACTION

Rocky receives a pulverizing blow and a cut opens over his eye.

REMATCH COMMENTATOR :/J:l Rocky's in big trouble in rotmd two, the rotmd the champion predicted -- Oh, the right hand hurt Rocky again -- What a fight!

f

Rocky surges back with a wild flurry that sttms the champion and frees Rocky.

REl1A.TCHCOMMENTATOR#2 Here comes 'Balboa! A beautiful six ptmch combination. . .Rocky moves to safer grotmd, but Clubber Lang chases him down -- Balboa is cut again!

While backpedaling, Rocky throws a series of right-left

combinations, but Clubber leaps from his crouched stance and catches Rocky flush on the jaw. • .Re worksthe Philadelphian over.

330 ROCKY'S CORNER

ROCKY III - Rev. 2/26/81 117.

331 RING ACTION

Clubber is seconds away from demolishing Rocky.

Clubber drives him to the canvas and snarls in victory as he moves to a neutral corner.

332 ROCKY'S CORNER

Apollo shakes his head in despair ... Paulie isins:ane.

333 ADRIAN

She turns her face a.way.

334 RING ACTION

Rocky is on one knee.

Rocky rises.

The Referee looki;; in hiseye and wipes off theglc)ves.

ROCKY III - Rev. 2/26/81 118. *

335 ROCKY'S CORNER

336 RING ACTION

The Referee motions for the man to commence fighting and. they certainly do... Rocky starts to jab, but the express train charge of Lang is too much to keep away and pounds Rocky into a corner.

REMATCH COMMENTATOR #1 (V.O.) Balboa is trapped again -- Those punches are murderous! .

REMATCH COMMENTATOR #2 (V.0.) His fight plan has gone out the window -- All he's doing now is getting his ribs caved in!

Rocky dodges under an arching hook and bangs Clubber to the body and head•..He is free -- Rocky now goes into a shell.

REMATCH COMMENTATOR #2 (V.O.) (continuing) Balboa is in a shell -- waving Clubber to come on. Oh,unanswered hooks to the head -- Rocky waves him on -- Clubber assaults him with a vengeance.

Balboa taunts as Clubber flails at him.

Clubber attacks again.

ROCKY III - Rev. 2/26/81 119. *

336A ROCKY'S CORNER

336B RING

The fighters still battle and are separated by the Referee and Apollo and Paulie.

They are pulled towards their corners.

337 ROCKY'S CORNER

Apollo angrily spins Rocky around as they get to ·their corner, seizing him by the shoulders.

338 CLUBBER'S CORNER

ROCKY Ill - Rev. 2/26/81 120. *

338 CONTINUED:

·CLUBBER He's nothin' I

339 ROCKY'S CORNER

The BUZZER SOUNDS and Rocky stands .•.He glances down at his wife. /

340 CLUBBER'S CORNER

The huge man stands, awaiting the bell.

340A ROCKY'S CORNER

Apollo watches Rocky circle Clubber.

341 ANOTHER ANGLE

The BELL SOUNDS.

ROCKY III - Rev. 2/26/81 121. *

341 CONTINUED:

REMATCH COMMENTATOR #1 Here we are in the third round of this already incredibly grueling contest that should logically have never gone beyond round two. . .The bell sounds and Clubber and Rocky circle one another. Neither wanting to commit a mistake that could end it all. Clubber charges!

Clubber starts to move in -- Rocky moves away and stiffly cot.mtersand keeps Clubber at bay.

REMATCH COMMENTATOR #l (continuing) Four quick jabs in Clubber' sface -- The champion brushes them aside and chases Balboa down -- Balboa three jabs -- a right, then left. The champion is furious I Oh, a solid hook drives Rocky into his own corner -- This could be all she wrote.

342 ROCKY'S CORNER

343 RING ACTION

Balboa is getting jarred by the barrage thrown at him He tries to slip away, but he is hopelessly trapped.

When all appears lost, Rocky throws a beautiful combina- tion that jars Clubber... Suddenly energized, Rocky begins to back Clubber up and has the man in trouble.

344 RINGSIDE

Adrian is on her feet.

ROCKY III - Rev. 2/26/81 .122.

344 CONTINUED:

345 RING ACTION

Rocky now begins to work Clubber over, angling the mlttl's body every which way from the variety of punches.

346 ROCKY'S CORNER

347 RING ACTION

Rocky has driven Clubber painfully along the ropes.

REMATCH COMMENTATOR #2 (V.O.) Rocky is back burying his fist in · Lang's face, then switching to caving in the champion's ribs An incredible comeback -- No, wait ..•• Rocky is hurt!

Clubber rips an uppercut to the liver that freezes Rocky's motion•.. Clubber reverses the action and drives Rocky back.

348 ROCI:....'Y'~CORNER

Paulie pounds the mat.

349 RING ACTION

The arena is thundering down an ever-increasing "Rocky"

chant.

ROCKY III - Rev. 2/26/81 123.

350 RINGSIDE

Adrian is standing and chanting with the audience.

351 RING ACTION

When all appears hopelessly lost, Rocky again turns t~e tide with a sudden flurry that moves him to the center of the ring -- He motions for Clubber to come ahead.

352 THE AUDIENCE

goes wild at the sight of the challenge.

REMATCH COMMENTATOR ffol Look at that! -- Balboa is challenging the champion to come ahead. I can't believe it.

353 ROCKY'S CORNER

354 RING ACTION

Clubber wades into Rocky and the men bomb away at e-ach other from point blank range .•.Both are nearly out on their feet.

r· REMATCH COMMENTATOR 11 '

Balboa with a combination and reply to the head by the champion -- Balboa again hurts Lang -- Would you believe Balboa is standing toe-to- toe, beating the stronger champion at his own game. It's trench warfare The old Rocky is back Oh, the champion is hurt! He is being demolished! !

ROCKY III - Rev. 2/26/81 124.

354 CONTINUED:

Rocky matches the intenseness of the champion, and going back to his old style of bruising in-fighting, gains on Clubber, and finding the right opening, pours out a rapid volley of pinpoint accurate punches that knock Cl·ubber . backwards. The champion cannot regain his balance, and Rocky pUIDDlelshim into a corner.

Rocky pulls out all stops and tattoos his opponent and finally whips a murderous right hook that topples Clubber sideways, through the ropes and out of the ring ...Rocky leaps to a neutral corner as the Referee counts over the prostrate champion.

35 5 THE CROWD

is insane with praise ...Rocky looks at Adrian, his eyes are wild like an animal's in the heat of battle.

356 CLUBBER'S CORNER

357 ROCKY' S CORNER i t. Apollo and Paulie are in suspended animation while monitor- ing the Referee's count.

358 THE REFEREE

finishes the count. r. i il.

ROCKY III - Rev. 2/26/81 125.

359 RING ACTION

The top nearly blows off the arena. The ring is floodea

with press and well-wishers. Rocky leaps into the air

and into Apollo's embrace.

Rocky smiles and embraces Apollo who is overwhelDled with emotion.

Clubber unsteadily rises and shoves people away. Adrian enters the ring. Rocky embraces her.

ROCKY * Never better.

CLUBBER

r (touches gloves)

-- Hey, all the badmouthin' was to get the people goin', he~r.

He walks away.

CUT TO:-

360 RING ANNOUNCER

\ l. CUT TO:

ROCKY III - Rev. 2/26/81

361 ROCKY

CUT TO:..

A pair of LOCKERS are heard SLAMMING SHUT in the otherwise deserted and silent gym.

Apollo and Rocky are dressed in their boxing outfits and move toward the well-worn ring.

, . APOLLO (:continuing) But it makes all the sense it

L. needs to make -- You owe me a favor,

right?

ROCKY III - Rev. 2/26/81 126A. *

362 CONTINUED:

The men climb into the ring.

Apollo stands in his corner smiling.

They move to the center of the ring and begin sparring...

ROCKY III - Rev. 2/26/81 127.

362 CONTINUED: (2)

They resemble two grown children trying to hold onto the last fragments of youth.

Rocky and Apollo are seen unleashing the same punch at the same time. At the same moment of impact, the SCENE FREEZES on their joyous expressions.

FADE OlJT.