Film Plot Summary

The film began without recapping events from the previous film (the only sequel to do so), and the only film in the series to begin without Rocky in the ring. It opened with a washed out B/W/color sequence of contemptuous, undefeated heavyweight champion boxer Mason "The Line" Dixon (Antonio Tarver) quickly knocking out another opponent, and being blamed for the "decline" of the entire sport, with fans booing and pelting him with ice, presumably because he had easily risen through the ranks by only fighting patsies and bums. One of the announcers noted: "All of boxing is hoping for a warrior who thrills us with his passion." Under the credits, to the tune of Take You Back by Frank Stallone and Valentine, views of downtown Philadelphia were shown.

Late in the year 2005, 60-ish year-old, puffy, battered Rocky awoke at 5am, a widower (a picture of deceased Adrian (Talia Shire) was on his nightstand), living by himself in a very modest South Philadelphia house, with his two turtles Cuff and Link. He sat at Adrian's gravesite (he kept a folding chair stashed in a nearby tree) and then commented to brother-in-law and friend Paulie: "Time goes by too fast." [Her gravestone displayed her birth/death date, March 10, 1950, January 11, 2002.] He was also struggling to keep up a relationship with his disconnected son Robert (Milo Ventimiglia), a corporate employee, who appeared 'uncomfortable' with his father's invitations to visit him at his Italian restaurant, and usually claimed he was too busy to visit. Estranged, Robert admitted that Rocky threw "a big shadow," and often watched as his famous father was greeted and asked for photographs and autographs. Later, Rocky visited the local market to stock up on fresh produce, meat, and fish for his small business named Adrian's (established in 1995). The restaurant's entrance was adorned with photos of his beloved wife, and there was another large wall display of Rocky's boxing mementos. Rocky (wearing an oversized maroon-colored dinner jacket over a black sweatshirt) would regale the patrons with old boxing tales from his past, especially his memorable fights against Apollo Creed, and the words of his trainer Mickey.

Retired from boxing for almost two decades, he was still grieving the loss of his beloved Adrian. He moped around the old neighborhood with grizzled Paulie, conjuring up memories of the local pet shop where she worked (boarded-up), his first apartment where she gazed up at him with dorky glasses, the torn-down ice rink and vacant garbage-strewn lot where they skated on their first date, and the days of their initial romance. As he recollected his past days at closed Mick's Gym, Paulie reminded him how everything was deteriorating: "The whole world is falling apart. Look at us." Rocky responded: "You know, I think if you live in someplace long enough, you are that place." Paulie replied: "I ain't no talking building," and his unpleasant pal could only complain about the weather and how he didn't want to look back: "It's depressing and freaking cold!...You're living backwards, Rocko. Change the channel from yesterday. Yesterday wasn't so great....Sorry, Rocko, I can't do this no more."

Late one night, at the Lucky Seven Tavern which he had frequented in his past, he struck up an acquaintance with the bartender named Little Marie (Geraldine Hughes). She had heard of his wife's passing a few years earlier, due to "woman cancer" (Rocky's description), and he realized that they had met a long time ago when she was a mischievous neighborhood girl who hung out at the Atomic Hoagie shop - at one time, he walked her home (in Rocky (1976)) and told her to stop smoking cigarettes and things. She denied that she had shouted at him: "Screw you, creepo." Before he gave her a lift eight blocks to her home, he defended her honor against local drunks, and also learned she was an abandoned mother by a Jamaican man - the single parent of a bi-racial son born out of wedlock named Stephenson or "Steps" (James Francis Kelly III). Outside her rented apartment in a crumbling section of town, Rocky met her teenaged son who was hanging out on the street, and offered the two of them a free meal at his restaurant some time in the future.

Meanwhile, heavyweight champ Mason "The Line" Dixon, frustrated by his faltering reputation and damaged superstardom, returned to the small gymnasium where he had trained, and spoke to his old trainer Martin (Henry G. Sanders), who wisely told him that he needed to be tested by a real opponent in order to restore his self-respect: "Got everything money can buy, except what it can't...Pride is what got your ass out of here. Losing is what brung you back. But people like you, they need to be tested. Need a challenge...There's always somebody out there. Always. And when that time comes, and you find something standing in front of you that ain't running, that ain't backing up, hitting on you, and you're too damn tired to breathe. You find that situation on you, that's good. Because that's baptism under fire. You get through that, you find the only kind of respect that matters in this damn world: self-respect."

At his restaurant, Rocky would frequently offer free meals to ex-opponent Spider Rico (Pedro Lovell) (Rocky's first opponent in Rocky (1976)), but at one point, Spider insisted on doing dishes in the kitchen, and firmly told Rocky: "Don't make me fight you again. Last time you got lucky."

While Robert was in an Irish pub with his friends, a large TV screen was broadcasting an ESPN computer-simulated boxing match between two fighters: former two-time heavyweight champ from Philadelphia, Rocky Balboa (in his prime, with a record of 57-23-1, and 54 knockouts) and Mason Dixon of Las Vegas, NV (with a record of 33-0, and 30 knockouts), to see "who would come out on top." A commentator noted that Rocky fought tougher opponents than Mason Dixon, who was only "spoon-fed his opponents." He predicted: "Not only does Rocky win, but he wins knockout." Another mentioned that Dixon had never been in "knock-down, drag-out brawls. He never had to dig down to rally back," and Balboa would win. A third boxing historian spoke about how Dixon had only fought "cream-puffs," but with his unbelievable speed and slashing offense, he would defeat Balboa. The simulated contest ended with a KO victory for Balboa with "a murderous right hook," that further upset the champ. Meanwhile, Marie and Steps came to Rocky's restaurant for a meal and grew to become friends, although when he offered Steps a job, Marie asked: "Why are you being so nice?" As he replaced her burned-out lightbulb on her front step, he told her: "I don't owe you nothing...why do you gotta owe somethin' to get somethin', you know?" and he proposed hangin' out with her kid. One of their first experiences was a visit to the dog pound, where Rocky picked out one "cute ugly" older dog, like himself, who was lying on his side and "wastin' no energy...There's a lot of good mileage left on that animal" - and Steps jokingly (and disrespectfully, according to his mother) proposed naming it Punchy - and Rocky agreed.

At the restaurant, Paulie (on his way to his meat-packing plant job) informed Rocky about the "fake Looney Tune fight" -- and Rocky watched a replay of the match with a "stunning knockout" of his opponent, although there was "fallout" over the disputed KO. Dixon's manager was interviewed and stated that the computer simulation was "not responsible," and another commentator judged restaurant owner Balboa as "completely overrated." Later, Rocky looked up his son and wanted his opinion about taking up boxing again ("small stuff, like locally"), although Robert thought his idea was slightly crazy and that he was too old, with time catching up on him: "It's just the ego talking." Rocky mentioned he wanted to be more involved with his son - "like home team" (a term first used in Rocky V (1990)). In a later conversation, Paulie agreed with Robert: "Nobody's giving you no title shot," and then he wondered why Rocky was even considering the idea: "You're mad because they took down your statue?" Rocky claimed there was "still stuff in the basement," meaning that he still had a "beast" inside of him - one last fight to prove himself, and he was going to begin training.

The ex-champ applied to the Pennsylvania Athletic Commission to issue him a discretionary professional boxing license, so that he could compete again. He was told that he passed his medical tests, but he was denied a license. The board argued that they were looking out for Rocky's best interest - but he disagreed: "It ain't nobody's right to say no after you earn the right to be what you wanna be or do what you wanna do!" His words must have had some impact, because on reapplication, Rocky was able to successfully renew his license, and his intentions became public. Dixon's promoters thought this would be an opportunity to make money and "capitalize on that computer fight." They stressed that a fight with has-been Balboa was the only one with "marquee value" that could bolster Dixon's failed popularity - but Dixon was fed up with them and threatened to go back to his old trainer.

At the same time, Rocky asked that Marie work in his restaurant as a hostess "to class my place up," but she initially turned down the offer, and then was persuaded to accept. Paulie, however, was laid off from his job at the meat packing plant, but told Rocky that he had "retired." However, Rocky knew the real story when he noticed the slab of meat he was carrying: "So when did they start giving retired people meat instead of watches, Paulie?" Paulie angrily shouted back: "I don't need a watch. I got a watch. You gave me a watch." (Rocky had given him a watch in Rocky II (1979).)

Dixon's promoter Lou DiBella (Himself) and manager L.C. Luco (A.J. Benza) briefly met with Rocky in his restaurant, and pitched the idea of a "first-class exhibition fight...a glorified sparring session," but Rocky explained that he only wanted local and "small fights, not big fights." They further described the bout as a charity event, to occur in Las Vegas, but Rocky was unsure and uncertain now that he had actually been approached to be in a fight, and wanted time to think about it. He described his ambivalent feelings to Marie about his "crazy idea" of fighting: "I'm not even sure what is true anymore...Am I this old pug who's just trying to replace old pain with new pain?" She advised him to follow his gut feeling: "You've got this opportunity, so do it. Why not?...And if this is something that you wanna do, and this is something that you gotta do, then you do it. Fighters fight."

The match was agreed to and announced at the Pennsylvania Convention Center during a highly-publicized press conference. It was tauted as "skill vs. will" - a pay-per-view charity event in Las Vegas that was the "brainchild" of Dixon to "honor past heavyweight champions, warriors like Rocky Balboa." However, there were doubts that two-time heavyweight ex-champion Rocky at his advanced age could compete - it was risky, he had "virtually no chance," and he was labeled 'Balboasaurus' by the press for participating in the circus-type event. One press person called the fight: "a cheap bit of ring theatre between, no offense, a has-been and a man whose own credible legacy and popularity is in doubt." Later, outside the restaurant, Robert spoke to his father about the upcoming fight, and the problems of growing up under Rocky's celebrity shadow ("People see me but they think of you...This is only gonna end up bad for you, and it's gonna end up bad for me"). Rocky realized his son blamed all his hardships and personal problems on him: "And when things got hard, you started looking for something to blame, like a big shadow." Rocky rebuked his son and told him how to win and succeed in life, and not be cowardly: "The world ain't all sunshine and rainbows. It's a very mean and nasty place, and I don't care how tough you are, it will beat you to your knees and keep you there permanently if you let it. You, me or nobody is gonna hit as hard as life. But it ain't about how hard you hit, it's about how hard you can get hit and keep moving forward. How much you can take and keep moving forward. That's how winning is done!" Rocky ended by expressing his love for his son, and urging him to believe in himself to begin truly living. He ended his words: "Don't forget to visit your mother."

The next day at Adrian's grave, Robert told his father that he had quit his job ("I didn't fit in there") and confessed: "Right now, I'd rather be with you...It's been a long time since I seen a fight." They reconciled with a loving hug and embrace. Rocky began training with Apollo Creed's trainer Tony "Duke" Evers (Tony Burton), who knew that his fighter needed speed, but with his arthritic neck and calcium deposits in his joints, sparring was out. The best strategy would be to build Rocky's strength and punching power: "What we'll be calling on is good old-fashioned blunt-force trauma. Horsepower. Heavy-duty, cast-iron, pile-driving punches...Let's start building some hurting bombs." A montage (accompanied by "Gonna Fly Now") of weight-training exercises including jogging with Punchy in the snow up the steps of the Art Museum, and pounding meat slabs.

At the weigh-in for the fight in Las Vegas (at the Mandalay Bay Hotel), Rocky's weight was 217, while Dixon was 221. Dixon spoke privately to Rocky about making sure no one was hurt in the fight, and promised: "I'll do my best to carry you, make sure you save face," but he also warned that if Rocky tried to press, hurt or really hit him with a cheap or low shot, he would retaliate. Rocky simply responded: "A lot of people come to Vegas to lose. I didn't," and then reminded the young fighter with a saying from the 70s: "Ain't nothing over till it's over." The night before the fight in the hallway outside his hotel room, Marie brought Rocky a framed picture of Adrian that she had taken from the restaurant: "Thought she would keep you safe." She thanked him for everything and then encouraged him: "You're gonna prove that the last thing to age on somebody is their heart." She kissed him for good luck.

The two fighters were compared before their 10-round, "much-anticipated showdown" on HBO Pay Per View: the legendary 'Italian Stallion' Rocky Balboa, with a "ferocious body attack and will of steel," and the "unappreciated" and "undisputed heavyweight champion" Dixon with "speed, determination, and confidence," but doubtful whether "he has the heart of a true champion never having been pushed to go the distance." In his dressing room, Spider Rico read Rocky a Bible passage (Zachariah 4:6: "It is not by strength, not by might but by his spirit we have already claimed the victory in our Lord Jesus Christ"). As he walked with Rocky's entourage toward the ring, Paulie advised: "Get rid of the damn beast, let it be done once and for all. Please, I love you." The "off-the-board underdog" Rocky was introduced as "veteran of the wars, here for one more last hurrah," and he strode forward as Frank Sinatra's "High Hopes" played on the loudspeaker system - he was still regarded as "the people's champion." When Dixon approached the ring, he was not greeted as warmly, and even boxer Mike Tyson (Himself) put him down for being in a charity fight. Ring announcer Michael Buffer (Himself) gave his trademark call to begin: "Let's get ready to rumble" - and then introduced the two opponents.

When the fight began, Dixon dominated with his long "pinpoint" jabs, although Rocky performed respectably, driving Dixon into the ropes with a series of shots. Dixon seemed to punish Balboa for "the temerity of landing" a few punches and "landing potent combinations to the head of the champion." Balboa landed 9 of 13 punches, while Dixon landed 59 out of 69 punches. In round two, Rocky continued to take more blows and fell to the canvas with a "monstrous straight left hand," but quickly got up and bravely vowed to keep fighting. Dixon landed more brutal shots throughout the round, and Balboa went down again. He struggled to get up before the count of ten, and appeared "furious with himself," convincing the referee to let him continue. Balboa came back with left and right punches, and although Dixon appeared to take charge, he broke his left hand when he struck Rocky's hip. Taking the advantage, Rocky pounded away with body punches in a dramatic comeback, and Dixon fell to the canvas. Both fighters were severely challenged and hurt through the entire boxing match ("They're leaving nothing on the table, guys") -- shot in a montage of slow-motion and black/white, in part -- and at times, Rocky imagined Mickey coaching him ("Go through him! Run over him!") and Adrian cheering him at ringside. Balboa proved he had one "great fight" left in him. At the start of final round 10, Dixon told Balboa: "You are one crazy old man," to which Rocky said: "You'll get there." Although Rocky almost faltered and went down to one knee, he retaliated with fury and at the fight's final bell, both men were standing "toe to toe."

Rocky thanked Dixon for their incredible fight: "You're a great champion. You've got heart. Thanks for the opportunity. Good man." Robert congratulated his father: "That was the greatest thing I've ever seen." And Rocky told Paulie: "The beast is gone now. The beast is out." Before the scorecard results were announced, Rocky left the ring with his entourage, applauded by the appreciative, chanting audience. Dixon won by a split decision: the final score cards were 95-94 Dixon, 95-94 Balboa, 95-94 Dixon.

In the film's brief epilogue, Rocky visited Adrian's grave with a bouquet of red roses, thanking her for helping him accomplish his goal: "Yo, Adrian, we did it. We did it." Bill Conti's 'Theme From Rocky' - Gonna Fly Now - played over the closing credits. In the first part of the credits, fans of all ages ran up the front steps of the Philadelphia Museum of Art - jumping, punching the air, and raising their arms in victory. In the second section of credits, in the darkness, Rocky stood unmoving and by himself on the top step.

Film Notables (Awards, Facts, etc.)

With a production budget of $24 million, and box-office gross receipts of $70 million (domestic) and $156 million (worldwide).

Rocky Balboa marked Stallone's first directorial effort since Rocky IV over 20 years before.

The next film in the series was the sequel Creed (2015), a spin-off.

The film's concluding fight was often compared to real-life boxing history, when aging George Foreman came out of a long retirement and won the heavyweight championship in 1994 at the age of 45.