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: Can he swim? Paulie
: With a name like "Rock"!
: Don't listen to it, Rocky. Apollo Creed
: No, do listen to it Rock. Because when it's over, everybody's gonna owe you an engraved apology. And you're gonna owe me a favor. Rocky Balboa
: What favor? Apollo Creed
: When it's over Rock.
: [leaving the police station
] You wann hear I owe ya? You I owe nothin'! Rocky Balboa
: No you don't owe me nothin'. Paulie
: So, what do you want I should do? My sister ain't here? Rocky Balboa
: She's home. Paulie
: You know, me and her used to be tight before you come in. I raise her she don't come down. Rocky Balboa
: She don't know about this. Paulie
: You can just up and go to hell, you know that? Rocky Balboa
: Hey, watch your mouth, Paulie. Paulie
: What? You gonna whack me? I don't sweat you. I don't sweat you! Rocky Balboa
: Come on, Paulie, why don't you screw your head on right. Paulie
: My head? You're freakin' head's the one's on wrong. Rocky Balboa
: Me? What'd I do? Paulie
: You? Nothin'! You get your face all fixed up. Handsome. Nice clothes. What'd you do for Paulie, anything? This! You give me a lousy, stinkin' ex-lax watch. There!
[throws his watch on the ground
] Rocky Balboa
: [going to pick up watch
] Hey, Paulie, come on. Paulie
: [kicks watch away
] No, no, no leave it down there! It never kept good time anyway. You know, you forget when you were a punk and those guys used to laugh at you because you were so jive? Who used to whack them bums out, huh? Rocky Balboa
: They laughed at both of us. Paulie
: Nobody laughed at me. Who was it got you your first woman, huh? Me! Paulie! I was responsible! Rocky Balboa
: She was pregnant. Paulie
: So what, you wasn't no prize either. You know I give you, I give you. You buy a new house, right? You move Mick in with you, right? Did you ask me? Is there somethin' the matter with me? I got feelings you, know.
[points to his heart
: This ain't cardboard. Rocky Balboa
: Hey, everybody's got 'em, Paulie. Paulie
: To hell with everybody. Rocky Balboa
: No, maybe it's to hell with you. Paulie
: I don't think I want to listen to this crap. Rocky Balboa
: Come on, you act like everybody owes you a livin'. Paulie
: Shut your mouth.
: Nobody owes nobody nothin'. You owe yourself. Paulie
: You're wrong! Friends owe! Rocky Balboa
: Friends don't owe! They do because the wanna do. Paulie
: Shut your freakin' mouth. You been keepin' me down! Rocky Balboa
: Down? You know, you're like a crazy brother to me, Paulie, you really are. So I'm gonna tell ya something and I want you to listen because I really mean this. You ain't down. And you ain't even a loser. You're just a jealous, lazy bum. Paulie
: Alright, I'm gonna break your freakin' mouth up! I'm gonna break your freakin' mouth up!
[Paulie throws punches at Rocky and Rocky blocks them
] Can I have a job? Rocky Balboa
: All you had to do was ask.
[starts walking toward Rocky's car
] Rocky Balboa
: Hey, you know, you punch pretty good. Paulie
: Really? Rocky Balboa
: Absolutely. Paulie
: [looking at Rocky's car
] This new? Rocky Balboa
: Yeah. Paulie
: Cost a lot? Rocky Balboa
: Yeah, a few bucks. Paulie
: Got an extra one?
: [during the rematch with Lang
] He's gettin' killed out there! Paulie
: No, no, no! He ain't gettin' killed; he's gettin' mad!
: [referring to African-Americans
] I don't like these people. Rocky Balboa
: You don't like em'? Well maybe they don't like you either Paulie. Paulie
: [in awe
] What'd I ever do to them? Rocky Balboa
: [looks at Adrian
] And they call ME "Punchy".
: [announcing the wrestling match
] Now entering the ring, a man who calls himself the ultimate male, World Wrestling Champion, Thunderlips! Rocky Balboa
: [looking at Thunderlips
] Wow, he's awful big. Hey, Mick, how much do you think he eats? Mickey
: About 202 pounds. LeRoy Neiman
: Weighing in at 202 pounds... Mickey
: [Mickey smiles and looks at Rocky
: Hey, Rock; you better call Bob Hope.
: [after Thunderlips slams Rocky to the canvas
] Rocko, remember the neighborhood!
: He IS the ring!
: [Thunderlips is walking to the ring
] Why are they carrying him? Mickey
: He's walking.
: [Rocky as he reads the story about Goldilocks to his son
] Then what happened to Goldilocks? Rocky Balboa
: Happened to her? I'm not exactly sure. Paulie
: Busted for trespassing and got 30 days in the cooler. Rocky Balboa
: Oh, that's real nice, Paulie.
: Ya know they always say if you live in one place long enough, you are that place. Paulie
: I ain't no talking building, Rock.
: [to the dog Punchy
] What an ugly dog!
: You know all there is to know about fighting, so there's no sense us going down that same old road again. To beat this guy, you need speed - you don't have it. And your knees can't take the pounding, so hard running is out. And you got arthritis in your neck, and you've got calcium deposits on most of your joints, so sparring is out. Paulie
: I had that problem. Duke
: So, what we'll be calling on is good ol' fashion blunt force trauma. Horsepower. Heavy-duty, cast-iron, piledriving punches that will have to hurt so much they'll rattle his ancestors. Every time you hit him with a shot, it's gotta feel like he tried kissing the express train. Yeah! Let's start building some hurtin' bombs!
: Come on Paulie, we're about to serve the special. Paulie
: Italian food made by Mexicans ain't that special.
: To beat this guy, you need speed. You don't have it. And you've got calcium deposits on most of your joints, so sparring is out. Paulie
: I had that problem. Duke
: So what we'll be calling on is blunt force trauma. Let's start building some hurtin' bombs
: Do you have a reservation? Paulie
: Do I look like a freakin' Indian?
: [after Paulie walks into Adrian's after being let go from his job
] Excuse me? Do you have a reservation? Paulie
] Do I look like an indian?
: My son's coming over tonight, so I'm going to have something special made for him. Paulie
: Italian food made by a bunch of Mexicans doesn't sound so special to me, Rock.
: Hide the silverware!
: Are you angry because Adrian left you? Rocky Balboa
: She didn't leave, she died.
: Who's the criminal? Rocky Balboa
: He's a nice kid. Paulie
: He dresses like a bum. Rocky Balboa
: Oh, coming from a human hamper, that's quite a compliment.
: [talking about Adrian
] You like her? Rocky
: Sure, I like her. Paulie
: What's the attraction? Rocky
: I dunno... she fills gaps. Paulie
: What's 'gaps'? Rocky
: I dunno, she's got gaps, I got gaps, together we fill gaps. Paulie
: Are you ballin' her? Rocky
[punches Paulie in the shoulder
: Hey, you don't talk dirty about your sister. Paulie
: Are you screwing my sister? Rocky
: You see, that's why I can't connect you with Gazzo. You know that, Paulie. Because you got a big mouth. You know, you just talk too much.
: [in the bathroom of a bar
] I'd like to kill the freaking guy who broke this mirror.
: Paulie, it's Thanksgiving. I got a turkey in the oven. Paulie
: Oh... a turkey in the oven.
[he takes the turkey out
: You want the bird?
[he throws it out the door
: Go in the alley and eat the bird! Adrian
] Oh Paulie!
: [about Adrian
] She's pushing thirty freaking years old, and if she don't wise up, she's gonna die an old maid. Rocky
: I'm thirty myself!
[Paulie overhears Rocky and now he's angry and hurt
: I don't want nothin' from you. I don't want nothin' from you. This ain't no charity case. Get outta my house. Adrian
: It's not just your house. Paulie
: [to Rocky
] You ain't no friend no more. Get outta my house, I just says. Adrian
: Don't talk to him like that. Paulie
: Both of you get out of my house. Rocky
: Yo... It's cold outside, Paulie.
[drops his hat; getting angrier, Paulie grabs his bat
: I don't want you messin' her, and I don't raise you to go with this scum bum! Yeah? Come on! You wanna hit on me? Come on! I'll break both your arms so they don't work for ya!
[Paulie smashed a lamp, then a dinner tray; Adrian screams
] That's right! I'm not good enough to meet with Gazzo...
: - that's what I think of Gazzo! Now your a big-shot fighter on your way up, you don't even throw a crumb to your friend Paulie! When I go out and get your meat every morning! You forgot that! Then I even give you my sister, too! Adrian
: Only a pig would say that! Paulie
: I'm a pig? A pig gives you the best? Paulie
: [Smashes a coffee set
] You're such a loser! I don't get married because of you! You can't live by yourself! I put you two together! And you - don't you forget it! You owe me! You owe me! Adrian
: [Freaks out
] WHAT DO I OWE YOU? Paulie
] You're supposed to be good to me. Adrian
: WHAT DO I OWE YOU, PAULIE? WHAT DO I OWE YOU? I treat you good! I cook for you! I cleaned for you! I pick up your dirty clothes! I take care of ya, Paulie! I don't owe you nothin'! And you made me feel like a loser! I'M NOT A LOSER!
: You're busted! Adrian
: What? Paulie
: You're not a virgin!
: You let him get into your pants! She's busted!
[Rocky grabs Paulie; screams, then sobs
] I can't haul meat no more.
: I want you outta here instamatically.
: Einstein flunked out of school, twice. Paulie
: Is that so? Adrian
: Yeah. Beethoven was deaf. Helen Keller was blind. I think Rocky's got a good chance.
[after Rocky finishes pounding on the raw meat
: You do that to Apollo Creed, they'll put us in jail for murder.
: What's happening out there? Rocky
: He's winning... I see three of him out there! Paulie
: Hit the one in the middle. Duke
: Right! Hit the one in the middle.
: [at Rocky's rented home in a snowy part of Russia
] Are you planning to grow reindeer or something? How the heck are you supposed to train here? What a depressing vacation. What about the Rose Bowl game? I hope they have my comics here.
[he falls in the snow
: You call him a killer. He's a professional fighter, not a killer. We are getting death threats. We are not involved in politics. All I want is for my husband to be safe, and to be treated fairly. You have this belief that you are better than us. You have this belief that this country is so very good and we are so very bad. You have this belief that you are so fair and we are so very cruel. Nicoli Koloff
: It's all lies and false propaganda to support this antagonistic and violent government. Paulie
: Whoa. Violent? Hey, we don't keep our people behind a wall with machine guns. Nicoli Koloff
: Who are you? Paulie
: Who am I? I'm the unsilent majority, bigmouth.
: I know sometimes I act stupid and I say stupid things, but you kept me around and other people would have said "drop that bum". You give me respect. You know it's kinda hard for me to say these kinda things, cuz it ain't my way, but if I could just unzip myself and step out and be someone else, I'd wanna be you. You're all heart, Rock.
[Drago has just entered the ring
: Uh, Rock, you remember what I said about wantin' to be you? Rocky
: Yeah. Paulie
: Forget it.
[exits the ring
: Thanks, Paul.
: [watching as Rocky goes for the knockout
] Rocco, knock his head off!
: [In the dining room
] His just an amateur, his big and stronger but his clumsy I know I can beat him Adrian
: Why do you want to fight him? Apollo
: Let's just say it's something I believe in Adrian
: [to Rocky Jr
] Go finish your homework Rocky Jr.
: Ok, later dad later uncle Paulie later Apollo. Paulie
: [to as he Rocky Jr. leaves
] later big man Paulie
: Don't you think people expect Rocky to whack this bum out first? Apollo
: Yeah and he will this is just an exhibition bout, its kids' stuff Adrian
: What's the purpose? What's it worth getting hurt at this point in your life? Adrian
: I don't want that chump coming over here with all that hype, they're trying to make us look bad, they tried every other way, with Rock's help we'd get great media coverage and make them look bad for a change Adrian
: I think it's wrong Apollo
: No it's never been right Adrian
: You're a great fighter but you've been retired for nearly five years don't you think it's time to start thinking about something else? How much more can you take? Either of you?
: [as Rocky goes back into the bar
] Hey. Hey! I'm not done talking to you yet. Rocky Balboa
: Listen, Tommy. I've got notin' else to say to you okay? George W. Duke
: Rocky Balboa. Tommy Gunn wants to fight you in his next match. Do you, or do you not accept Tommy's challenge? Rocky Balboa
: [to Tommy
] Listen, Tommy. This guy wants us to fight in the ring. When we were together, we were like, like brothers.
[Tommy shrugs to Duke in disgust at Rocky
] Rocky Balboa
: You see, Tommy Duke wants us to fight, get us to fight in the ring. He don't care about you Tommy, he don't care about me either. Paulie
: C'mon Rock. Get out of here.
[Turns to Tommy
: Tommy, you're a peice of garbage, you know that? Tommy Gunn
: Hey, stay out of it. Paulie
: No, you listen okay? Rocky, Rocky, he's the real champion, you're just a goddamn joke.
[Paulie pshes back Tommy and Tommy punches him back, Rocky comes back to console Paulie
: [to Rocky
] Yous hould've left him on streets where you found him. Rocky Balboa
: [to Tommy
] Hey! You knock him down how 'bout tryin' knockin' *me* down. George W. Duke
: No, no. In the ring. In the ring. Tommy only fights in the ring. Rocky Balboa
: My ring's outside.
George W. Duke
: It's like your Mark Twain once said - "Virtue has never been as respectable as money money." Paulie
: Who's Twain? Rocky Balboa
: He was a painter.
: [about Tommy
] He stinks of opportunity, Rock.
: He says he wants to fight. I told him to get married. Rocky Balboa
: Why? Paulie
: That's gym humor, Rocko.
[an exhausted Rocky lands a knockout punch at Apollo but sends them both falling onto the ring
] Oh! Referee
: One! Two! Bill Baldwin
: If he gets up, Creed will regain the title! If neither of them gets up, it's a draw and Creed will win the title automatically! The count... Referee
: Four... Duke
: [calling to Apollo
] Get up, my Man! Mickey
: GET ON YOUR FEET! Adrian
] Get up. Referee
: [Pandemonium in the stadium grows
] Six! Seven! Paulie
] Get up! Referee
: Eight! Mary Anne Creed
: GET UP! Referee
[Apollo collapses; Mary Anne moans
: [Rocky at the last second stands up
] TEN! YOU'RE OUT!
[Paulie and Adrian screams in happiness; Mickey yells
] Bill Baldwin
: He made it at the last second! Rocky Balboa has shocked the world! He is the new heavyweight champion of the world!
[At a press conference for fight
: His lungs he's gonna punch out. Apollo
: Now who is that? Al Capone? Paulie
: I don't sweat you.