i don't care what nobody says, this bum creed woulda never made it in the thirties -- what? do you see me talkin'? huh? then stand there an' wait till i'm done -- creed's good, yeah, he's real fine but i gotta boy, y'know big dipper, who's got the stuff it takes to be a champ -- he's mean, quick, an' big -- what more d'ya need? okay, go to work. hey -- yeah -- whatta ya want? dipper needed it. dipper's a climber -- you're a tomato. facts is facts. i run a business here -- i'm cleanin' house -- how old are ya? how old? more like thirty. the legs must be goin'. did ya fight last night? did ya win? who'd ya fight? rice is a bum. ain't they? ya want the truth -- ya got heart, but ya fight like an ape -- the only thing special about you is ya never got ya nose broke -- keep ya nose pretty -- what's left of ya brain an' retire. hey, ever think about retirin'? think about it. known him since he was fifteen -- a waste of life. did ya get the message, kid? a rep from miles jergens' promotions was lookin' for ya -- they need sparrin' partners for creed. here's the card? 'bout an hour ago. i said that before. waste of life. i seen the light. i figure somebody was home. how do you mean? listen, rock, you're a very lucky guy. what's happened is freak luck. look at all them other fighters. real good boys. good records. colorful. fight their hearts out for peanuts -- but who cared? nobody. they got it shoved in their back door. nobody ever give them a shot at the title. whatta' those? i'm here tellin' ya to be very smart with this shot. like the bible sez, ya don't get no second chance. ya need a manager. an advisor. i been in the racket fifty years. i done it all, there ain't nothin' about the world of pugilism that ain't livin' up here. fifty years. the rep is known around philly, an' a good rep can't be bought, but i don't have to tell you that. rocky, d'ya know what i done? i done it all. i've done an' seen everything'. believe what i'm tellin' ya -- ya shoulda seen the night in brooklyn, i smacked 'ginny' russo outta the ring, september 14, 1923 -- same night firpo knocked dempsey outta the ring. but who got the press? he did. he had a manager -- september 14, 1923. look at this face -- twenty- one stitches over the left eye, thirty-four over the right -- my nose was busted seventeen times, the last being the sailor mike fight new year's eve, 1940, in camden, new jersey -- what a professional pastin' i give him. here, read about it. an' he give me the vegetable on the ear. i got pain an' experience. an' you got heart -- kinda remind me of marciano, ya do. yeah, ya kinda remind me of the rock. ya move like 'im. ya got heart. christ, i know this business. rocky, when i was fightin' it was the dirtiest racket goin', see. pugs like me was treated like fightin' dogs -- throw ya in the pit an' for ten bucks ya try to kill each other. we had no management. fought in boxcars, in whorehouse basements, any joint with a floor -- october 1931 i fought a bum who put a tack in the thumb of his glove an' punched so many holes in my face i had spit shootin' outta my cheeks -- i never had no manager watchin' out for me -- see that picture outside the gym -- 'mighty mick,' that's me in my prime. i had all the tools. i coulda starched any lightweight husky on the east coast -- but i had no management. nobody ever got to know how slick i was, but i had a head for business an' stashed a few bucks an' opened the gym -- it's a dirt hole, i know it, but that an' a lotta scars is what i got to show for fifty years in the business, kid -- now you come along with this shot an' i feel like it's me gettin' the shot i never got. yeah, we was treated like dogs -- like them dago's, no offense, in the colosseum in rome there -- an' now i got all this knowledge, i wanna give it to ya so i can protect ya an' make sure ya get the best deal ya can! respect, i always dished ya respect. i'm sorry, i -- i made a mistake. kid, i'm askin' man to man. i wanna be ya manager. look, you can't buy what i know. ya can't. i've seen it all! i got pain an' i got experience. please, kid. if ya was wantin' my help, why didn't ya ask? just ask. rocky, i'm seventy-six years old. maybe you can be the winner i never was -- your shot is my last shot! stop! stop! i can't stand it! it's clumsy. you're off balance. tie it to both ankles -- leave two feet slack. forget the footwork -- you're off balance. the legs are sticking everywhere. marciano had the same problem, an' the string cured it. when you can hit and move without breakin' the string you'll have balance. don't you boys ever interrupt when i'm conductin' business, or i'll kill you both -- go away. autographs! ya wanna be a writer or a fighter? let's work. can i help you guys? i own the place. what's happenin' here? you can forget about sparring, kid. why let rocky here take a chance on cuttin' or breakin' a hand? -- take a shower, dipper. this is gettin' outta hand -- rocky will fight in the ring january first, not here! not yellow, cautious. see, it's very easy for a fighter to accidentally hurt -- let's take a walk, rock. please, don't take a chance. he wants to hurt you so you can't fight. the kid's got cannons -- print that. his defense is great, can't lie 'bout that -- you have a rollin' style. can't retreat as fast -- but your style ain't retreatin'. see how he plays sometimes -- drives his cornermen nuts. nobody knows his next move -- him included. killer instinct -- ya both got the killer touch. interestin'. see that! -- right-cross combination. beautiful. but you got the power to rip the body. rocky, when ya climb into the square, an' know ya' meetin' the best fighter in the world, ya' gonna be ready, ya' gonna be ready 'cause i been waitin' for fifty years -- fifty years. when i'm done with you, you'll gonna be able to spit nails. you'll gonna be able to eat lightin' and crap thunder -- you'll be a very, very dangerous person. what cha say, benny -- meet 'the rock.' this is our cutman, benny stein. check the eyes, ben. take a shower. i know what you're thinkin'm kid -- at least ya gotta shot -- all ya can do is try ya' best. it's time, kid. don't you care what the people will say? whatta you get outta this? shrewd. don't let 'im get you tight. god bless ya, rock. you can do it! goddamnit, you got the power! the body, get the body!!! ya got him goin'! real good. breathe deep -- keep ya chin down!! use the legs and drive through 'im. attack -- attack -- attack! ya nose is broke. can't hardly tell. don't swallow the blood -- go for his ribs. don't let 'im breathe. why don't ya tell 'im you're a fan! how you holdin' up, kid? gimme the water! ya getttin' tagged with his right. i think you should feint left and high hook 'im -- benny, check the eyes! can ya see? keep on him -- you're doin' great. wanna keep goin'? yeah. great, kid, great. we gotta stop it, kid. nobody's gonna say ya didn't give ya all. i can't let ya go out. i don't care what they say, you're a winner.