hey -- just gimme the water. absolutely. i just want the mouthpiece. i'm a fighter. look who's home. real good. yeah, here an' there. mr. gazzo wants the two hundred now! mr. gazzo says i should get two hundred or break the thumb. goin' fishin'? what's ya name again? look, bob, if ya wanna dance, ya gotta pay the band -- if ya borrow, ya gotta pay the man. me, i ain't emotionally involved. a hundred an' thirty. that's it? -- completely? what about for food an' stuff? the juice is climbin' every week. ya still light seventy. that's what coulda happened. how's the turtle food this week? me, i'm kinda aggravated. ain't your fault - here's the problem. the last food i got here had more moths than flies -- an' the moths get caught in my turtle's throat -- that makes them cough -- yo, gloria -- i was talkin' about the turtle food -- like i was sayin', the moths get caught in the turtle's throat an' makes 'em cough. a little cough an' i gotta smack 'em on the shell -- an' whatta think they get? i smack 'em hard on the shell an' they get. what? shell-shocked! inventin' jokes ain't easy. how's butkus this mornin'? yo, butkus -- dead. play dead. what kinda dog is this again? the owner was suppose to pick him up three weeks ago. he only had a hundred an' thirty. -- i think he's good for the rest next week, mr. gazzo. fine. of wa? i figure if i break the thumb this guy gets thrown outta his job and can't pay nothin no more. the third -- shoulda seen it. how come? these ain't my clothes. these ain't my pictures. yo, mike -- what's happenin' here? whatta ya talkin' about it ain't my locker no more? you were ready to bite that guy's face. creed's great. hey, how ya feelin', mickey? i said, how ya feelin'? yeah. i was talkin' with ya man, mike. -- hey, how come i been put outta my locker? tomato? what? come july, twenty-five. twenty-five, thirty -- what's the difference? -- it took me two months to learn the combination of that locker. yeah, they're goin', -- that's nature. that was my locker for six years. yeah -- yeah, kayo. spider rice. you think everybody i fight is a bum. listen, i'm gonna take a steam -- did good last night -- shoulda seen it. no. yeah, sure. i think i'm gonna take a steam -- shoulda seen me fight -- did good, y'know. wow -- cold! good night to catch pneumonia. ah -- i came in here for somethin'. oh, yeah, would ya like somebody to walk ya home? hey, how's my buddy doin'? -- nice dog -- well, i'll see ya later. catch pneumonia out there -- seen paulie? yo, paulie. yo, paulie. your sister's givin' me the shoulder. every mornin', every night i pass by -- i smile. i say jokes. nothin'. she looks at me. yeah, like i was a plate of leftovers -- somethin' wrong with my face -- whatta i need, a caddy to connect with ya sister? hey -- don't get mental, man. ya always in a bad mood -- i'm thirty myself. i don't see no crowd around you, neither. let's get outta this stink. sure. absolutely. clown. he took his best shot an' became champ -- what shot did you ever take? no wine -- bad for ya' brain. no wine. why? no dollar. that's an old one. is that marie? -- marie, ya brother know you're hangin' out so late? what'd you say? did these guys teach you to talk dirty? huh? what? don't you never say that -- -- you guys talk like that in front of a little girl -- you guys are scum. don't ya never come round this girl -- go home. pull heat on me? -- i'll dent ya face! how come ya wanna hang out with those guys? they teach ya bad things. hey! when i was your age, there was only one girl who talked like that in the whole neighborhood. make your teeth yella -- makes your breath like garbage. nobody likes garbage -- anyway, this girl with the dirty mouth wasn't bad lookin', but the guys wouldn't take her out for any serious datin'. 'cause that's the way guys are -- they laugh when ya talk dirty. they think ya cute for a while, but then ya getta reputation an' watch out. nobody's ever gonna take ya serious. ya get no respect. i gotta use a bad word -- whore. you'll end up maybe becomin' a whore. that doesn't matter -- you don't really have to be a whore, just act like one an' that's it. yo, a bad reputation -- twenty years from now people will say 'd'you remember marie?' 'no, who was she?' 'she was that little whore who hung out at the atomic hoagie shop.' 'oh, now i remember!'. see, they don't remember you, they remember the rep. that's your house, ain't it? listen, i hope ya don't -- what was i gonna say? ya, somethin' like that. 'night, marie. yeah, who're you to give advice, creepo. next wednesday i grab a grand from snyder. an' thursday two yards from cappoli, okay? ya sure? how'd you know? paulie's sister. she ain't retarded, she's shy. does that bum have to say that? he's always in a bad mood. count ya blessin's. ya a healthy person -- ya legs work -- ya hands work -- don't like yours neither. move your shoulders down. yeah. thanks, mr. gazzo. i usta be deadly at half-ball. what kinda business? maybe ya should see a doctor. maybe another job is the best thing. gazzo's gotta come to you. gazzo's gotta come to you -- hey, paulie, it's a bad job -- do what you do now. ya sister knows i'm comin'? maybe ya better forget it. yo, adrian, it's me, rocky. ah, ah -- ah, it's kinda hard for me to think of somethin' to say, y'know -- 'cause i never talked to a door before, i mean whatta ya say to a door. maybe i better forget it. ah, adrian, i know ya ain't too happy at this moment, but would ya do me a favor -- i ain't got nobody to spend thanksgivin' with -- how 'bout you an' me goin' out -- get somethin' to eat, maybe laugh a little, who knows. would ya like, i dunno, go out together? we'll have a good time. what's ya sister like to do? i didn't want no turkey anyway. to you, to me it's thursday. looks quiet, y'know. i think mebbe we're early or somethin' -- are ya closed to the general public or to just everybody. wait here, gotta smooth this guy out. listen, i gotta problem. this girl ain't feelin' well, y'know -- the doctor says she should exercise, y'know once in awhile an' ice skatin' is the best thing -- look at her, ya can see she ain't feelin' good -- needs a few minutes exercise -- ten minutes. yeah, give 'er the blades. ain't skated since i was fifteen -- that's when i started fightin' -- gotta watch the ankles. yeah, fightin' use to be tops with me, but no more. all i wanted to prove was i weren't no bum -- that i had the stuff to make a good pro. hey, i ain't cryin'. i still fight. kinda do it like a hobby. see i'm a natural southpaw an' most pugs won't fight a southpaw 'cause we mess up their timin' an' look awkward -- southpaw means lefthanded. but i guess in the long run things probably worked out for the best, right? absolutely. i just dislocated my finger. it ain't your fault -- i originally done it in the baby crenshaw fight. that's me fightin' big baby crenshaw -- big baby was the size of an airplane an' i broke my hands on his head -- i lost, but it's a nice picture, don't ya think? how 'bout some cokes? this guy is beautiful -- get the cokes. see, i ain't graceful, y'know -- i don't move good -- stink as a dancer too -- but i can really swat, i hit hard, real hard, but i'm a southpaw an' nobody wants to fight a southpaw! -- havin' a good time? y'know how i got started in the fight racket? yeah -- my ol' man who was never the sharpest told me -- i weren't born with much brain so i better use my body. what's funny? i must be goin' deaf 'cause i thought ya said, 'ten cents.' charge it. had ya goin', didn't i, huh? some people are very shy by nature. i would say you're very shy bu nature. some people think bein' shy is a disease, but it don't bother me. then why did i bother bringin' it up? 'cause i'm dumb, that's why. y'know, i think we make a real sharp coupla coconuts -- i'm dumb an' you're shy. ya gotta be a little soft to wanna be a pug. it's a racket where ya' almost guaranteed to end up a bum. i'm at least half a bum. yeah, fightin' is a crazy racket. the roughest part is the mornin' after. after a rough fight, ya' nothin' but a large wound. sometimes i feel like callin' a taxi to drive me from my bed to the bathroom. ya' eyes hurt, ya' ears hurt, ya' hair even hurts. but the thing i'm proud of is i been in over sixty fights an' never had a busted nose -- bent an' twisted an' bitten but never broke. that's rare. guess. would ya like a glass of water? here's the guys i was tellin' ya about -- this is cuff an' link. oh, yeah, i bought the whole kit -- yeah, ya sold me the turtles, the bowl, an' the mountain -- i had to get rid of the mountain 'cause they kept fallin' off. i had it pulled. people callin' all the time. who needs it -- who'd you wanna call? d'you really wanna call? you sure? why? i'll call your brother. !!yo, paulie -- ya sister's with me! i'll call ya later. what's the matter? ya don't like the room? it's only temporary. what's the problem? you don't like me -- don't like the turtles -- what is it? it's okay. it's all right -- you're my guest. they're all the same. yo, i'm not comfortable either. but i'm willin' to make the best of this uncomfortable situation. would ya take off your glasses? the glasses. please. do me another favor? could ya take off that hat. i always knew you was pretty. i wanna kiss ya -- ya don't have to kiss me back if ya don't feel like it. 'bout what? message -- what message? ya puttin' me on? when was they here? probably lookin' for sparrin' partners. balboa, rocky balboa. thanks. rocky. no -- just me. sparrin'? i know ya need sparrin' partners -- i'm very available. absolutely -- sparrin' with the champ would be an honor -- y'know what? i wouldn't take no cheap shots. i'd be a good sparrin' partner. like i said, i'd make a boss sparrin' mate. sure, an' i'm smart enough to know that no sparrin' partner should take cheap shots at the champ. he's just there to help condition the man. ah. absolutely. feel? i dunno. happy. creed's great, ain't he. i'll do what i can. i thought of it 'bout eight years ago, when i was eatin' dinner. four hundred -- but that was a long time ago. listen, i wanna say hi to my girlfriend -- yo, adrian! sure i did. you heard. why? it don't matter. it don't bother me none. help what? i'll do okay. hey, who cared about me yesterday, huh? nobody -- i think i'm gonna train myself. see ya tomorrow. how'd ya like hearin' ya name on tv? ya puttin' me on, right? 'bout seven. y'know how i said that stuff on television didn't bother me? it did. y'know i won't be able to work for ya no more. i feel bad about walkin'. a few bucks. do i have to pay juice? gonna try. no action. i'm gonna do somethin with it. black market? yo, you gonna show, tony? look who's home! hey, mickey -- whatta ya doin' here? here, sit down. best seat in the house -- hey, mick, this is too much. i'm usta seein' ya at the gym, but seein' ya here, in my house, it's kinda outta joint. yeah. freak luck for sure. freak luck is a strange thing. turtles -- domestic turtles. fifty years, huh. how 'bout a glass of water? what? ya got a good mind for dates. nobody ever said that -- there's his picture. really think so? heart, but i ain't got no tocker. ya gave dipper my locker. the fight's set -- i don't need a manager. i got pain an' experience too. whatever i got, i always got on the slide. this shot's no different. i didn't earn nothin' -- i got it on the slide. i needed ya help about ten years ago when i was startin', but ya never helped me none. i asked, but ya never helped nothin'! -- like the bible sez, ya don't get no second chance. tight. no. gazzo's a good man. keep this job, ya eat better. whatta you think? what? sure i like her. i dunno -- she fills gaps. she got gaps. i got gaps -- together we fill the gaps. don't talk dirty 'bout ya sister. that's why i can't put ya together with gazzo, cause ya talk too much -- big mouth. don't talk dirty 'bout ya sister. i never had good footwork. sure. should i do this? people talk to me more. apollo's a great fighter. maybe -- i'll tear his head off. derogatory? yeah, he's great. yo', dipper, why're ya -- they either say, 'kill the nigger' or 'hope you die, honky.' -- what ya got in the bag? sharp -- real nice. no. sharp -- you look great. adrian, you really look great, y'know -- but i can't fool around durin' trainin' -- makes the legs weak. can't fool around -- you look very great. yeah. but i think weak legs ain't bad sometimes, y'know. ya right -- mebbe we best just hold hands -- the shirt made me feel guilty, y'know. whatta these guys want? yo, what's with you? -- it was suppose to be private. ah -- my buddy paulie let me in one day an' i hit the beef here an' liked it -- an' since i become a challenger, the owner don't mind neither. i think me and paulie invented it. yeah. threw my whole day off. yo -- i ain't mad. i'm just outta joint when reporters are around -- they take cheap shots an' paulie knows it. what's to say? i dunno what he wants from me -- it's cold outside, paulie. hey -- what can i do about it? what break? huh? what break! who am i to give breaks! i'm a fighter, you haul meat. you do what you do an' i do what i do best -- that's it -- that's life, man! an' what ya said to my girlfriend ain't right -- do it again, i'll kill ya. wanna hear a dirty joke? yo, benny. i'll try. any time. run for mayor. yeah. my first call. hello? yeah, speakin' -- who is this? bruce? bruce who? -- yo, bruce! how ya been? i ain't seen ya for nine or eight years -- yeah, things is great, how's things with you upstate -- ya sellin' real estate, hey, that's a good job. yeah, i gotta advance, but i bought ringside seats for the guys at the gym. i get the hundred an' fifty grand after the fight. yeah, i know it's a lotta money -- condominiums? nobody uses them anybody. listen, i think a pet shop is a good investment, y'know -- i don't care 'bout long hours -- there's no depreciation -- that don't matter none to me -- yeah, i like animals. why don't ya give me ya number an' i'll call ya back? lemme getta pencil -- okay, what is it -- four- twelve 659-2424. yeah, yeah, thanks for callin' -- sure i'll get back to ya, bruce -- see ya. what? i don't want ya cleanin' nobody else's cages no more. i gotta go out for a while. come. can't do it. i can't beat him. yeah, i can't beat him. i been watchin' the movies -- studyin' -- he ain't weak nowhere. i dunno. it ain't so bad, 'cause i was a nothin' before -- c'mon, it's true -- but that don't bother me -- i just wanna prove somethin' -- i ain't no bum. it don't matter if i lose. don't matter if he opens my head. the only thing i wanna do is go the distance -- that's all. nobody's ever gone fifteen rounds with creed. if i go them fifteen rounds, an' that bell rings an' i'm still standin', i'm gonna know then i weren't just another bum from the neighborhood. no foolin' around. yo, mick, can i have my rob? i'm doin' it for a friend. i get the robe an' paulie gets three grand. whatta ya think that outfit cost? christ, jack dempsey. they must be friends. thanks, mick -- i'm gonna try. how am i doin'? see how fast he is -- damn! damn! how's it look? the guy's great. fine. that guy's great. see what? he ain't losin' nothin'. would you keep goin'? open my eyes -- please, open my eyes! how i look out there, mick? fine -- go away, i'm gonna make it -- i'm gonna make it! i'll kill ya all. don't stop nothin' -- gimme ya best!!!! gimme ya best!!! don't want one. yo, can i have my locker back?