>>/ Rocky

/ Rocky. .

: / Rocky.

/ Rocky

INT. BLUE DOOR FIGHT CLUB - NIGHT

SUPERIMPOSE OVER ACTION... "NOVEMBER 12, 1975 - PHILADELPHIA"

... The club itself resembles a large unemptied trash-can. The boxing ring is extra small to insure constant battle. The lights overhead have barely enough wattage to see who is fighting.

In the ring are two heavyweights, one white the other black. The white fighter is ROCKY BALBOA. He is thirty years old. His face is scarred and thick around the nose... His black hair shines and hangs in his eyes. Rocky fights in a plodding, machine-like style. The BLACK FIGHTER dances and bangs combinations into Rocky's face with great accuracy. But the punches do not even cause Rocky to blink... He grins at his opponent and keeps grinding ahead.

The people at ringside sit on folding chairs and clamor for blood... They lean out of their seats and heckle the fighters. In the thick smoke they resemble spectres. Everyone is hustling bets... The action is even heavier in the balcony. A housewife yells for somebody to cover a two dollar bet.

The BELL RINGS and the fighters return to their corner... Somebody heaves a beer can into the ring.

The Black Fighter spits something red in a bucket and sneers across the ring at Rocky.

BLACK FIGHTER (to cornerman) ... I'm gonna bust his head wide open!

In Rocky's corner he is being assisted by a shriveled, balding CORNERMAN, who is an employee of the club... He works on Rocky without any enthusiasm.

CORNERMAN (lackluster) ... Ya waltzin' -- Give the suckers some action.

ROCKY Hey --

CORNERMAN (overriding) Ya movin' like a bum -- Want some advice --

ROCKY ... Just gimme the water.

2.

A FIGHT FAN rushes up to Rocky... He is sixty-five, with yellow teeth and wearing sunglasses.

FAN Should I bet the fight don't go the distance -- Ya feel strong?

ROCKY Absolutely.

CORNERMAN ... Ya want some good advice?

ROCKY ... I just want the mouthpiece.

The BELL RINGS... Rocky makes the sign of the cross. The fighters engage in battle. The other fighter grabs Rocky in a clinch and purposely butts him... The butt opens a bleeding cut on the corner of Rocky's eye.

Rocky becomes furious over the foul and drives a flurry into the man's body... Rocky slams the man on the jaw and the fighter is out for the night. The fans throw rubbish into the ring. Rocky ignores it.

The fans loudly go about collecting bets. The referee does not bother to even count the fighter out and drags him under the ropes where he is placed on a stretcher. Two new fighters enter the ring. Rocky slips on a tattered robe. Embroidered clumsily on the back is, "The Italian Stallion."

ANNOUNCER Winner, Rocky Balboa -- Next a six rounder between local lightweights.

Without pomp Rocky climbs out of the ring and bums a cigarette from a spectator... The fighter on the stretcher passes behind him. He watches for a moment and continues up the aisle... Before he even reaches the rear of the club the BELL RINGS and the next fight has already begun... Rocky fades into the darkness of the rear of the club.

THE TITLE CREDITS END:

INT. DRESSING ROOM - NIGHT

Rocky has nearly completed dressing and reaches into his locker for his hat... Also in the dingy room are ten other fighters... Two taped fighters talk shop in the corner.

3.

FIGHTER #1 ... Tomorrow me an' my woman are gonna tip on down to Atlantic City, man.

FIGHTER #2 ... It's cold, Bro'.

FIGHTER #1 ... That's right, I got the city to myself...

Another paces nervously... Two other fighters shadowbox and spit nervously on the floor.

A young pug combs his hair and listens to a portable RADIO that is BLASTING MUSIC.

The fighter that Rocky has just defeated is drinking a beer and joking with three other fighters... Some of the fighters are smoking. The room is cloudy.

A short man of fifty enters. He is dressed in a sweater buttoned over a t-shirt.

PROMOTER ...Balboa!?

Rocky raises his head. The promoter steps over.

PROMOTER (continuing) ... Twenty bucks for the locker an' cornerman -- Two bucks for the towel an' shower, seven for tax -- The house owes ya, sixty-one dollars.

The man peels off the money and departs... Rocky closes his locker, nods to the defeated fighter, and leaves.

INT. TROLLEY - NIGHT

Rocky is on the trolley heading to South Philly... The trolley is empty except for a thin old black WOMAN... The black Woman studies Rocky's bruised face... Rocky becomes self-conscious.

ROCKY (almost apologetic) I'm a fighter.

4.

WOMAN (tired) ... Yo' iz an accident.

EXT. STREET - NIGHT

Rocky exits the trolley and walks down the block... He waves at a pair of high-heeled hookers and they wave back.

Rocky passes a sleeping wino curled in front of a dirty bookstore. Rocky drags the man into a protective passageway.

Further down the street, Rocky pauses in front of the "ANIMAL TOWN PET SHOP"... He peers into the dark store and sees a sad, huge dog sitting in the window. He mumbles to the dog and continues to the corner.

EXT. ROCKY'S APARTMENT - NIGHT

A short while later, Rocky approaches his apartment located in the most deprived section of South Philly. He kicks away the litter that has gathered against the apartment steps and enters.

INT. ROCKY'S HALLWAY - NIGHT

The narrow hallway is painted olive brown. A single light bulb illuminates the gloomy corridor.

INT. ROCKY'S APARTMENT - NIGHT

Rocky enters. The one-room apartment is drab, with a curling boxing poster of Rocky Marciano tacked on the wall... Nailed against the far wall is a mattress. The mattress is used as a punching bag. Stuffing spills out of the center.

Rocky drops his coat on the floor. He puts on a pair of glasses. He crosses to a small turtle bowl... He lifts the creatures.

ROCKY ...Look who's home.

Rocky starts to boil a pan of water on his hot plate, then places an old 45 RPM record on a battered phonograph. The record is a tune, "ALL IN THE GAME."

... As the CRACKLING MUSIC BEGINS, Rocky picks up his hairbrush. Using it like a microphone, he mimes to the record. He assumes the posture of a famous singer crooning to thousands of adoring fans... He then switches into a bullish fighting stance and throws several punches.

The water boils. Rocky soaks his badly-swollen hands.

5.

EXT. SUNRISE OF PHILADELPHIA SKYLINE - DAWN

We SEE the jagged skyline, highlighted by the towering figure of William Penn that rises above the dawn haze as it sits majestically above City Hall...

EXT. DOCKS - EARLY MORNING

Rocky is walking along the waterfront... He has a bandaid over one eye. He looks at the rugged stevedores going about their business... He stuffs his hands in his cheap wool jacket and approaches a ship being unloaded.

Rocky passes two thick Mafia types leaning against a parked car. These men look like blood drinkers.

MAFIA #1 Yo, Rock -- How's your Boss?

ROCKY Real good.

MAFIA #2 Fightin' again?

ROCKY Yeah, here an' there.

MAFIA #1 Mebbe we make sum money togather soon... Give ya boss my best.

Rocky shrugs and moves away... He nears a heavy man working the crane. The heavy man looks frightened... He stops the crane and hurries into the ship's hole. Rocky dashes up the gangplank.

INT. SHIP - DAY

The man enters the ship's hole and runs past tons of stacked crates and coffee beans.

Rocky sprints after him... He lunges and flings the man by the neck against the wall of stacked cargo.

FATS (terror-filled) Don't hit the face! Not the face!!

ROCKY Mr. Gazzo wants the two hundred now!

6.

FATS Honest to God I'm broke -- Gimme a break.

ROCKY Mr. Gazzo says I should get two hundred or break the thumb.

FATS Please, I need my hands to work -- Christ, don't bust my thumbs.

At wits' end the man picks up a large metal hook used by stevedores. Rocky remains cool.

ROCKY Goin' fishin'?

The man drops the hook.

ROCKY What's ya name again?

FATS Bob.

ROCKY 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.

Rocky's determined expression strikes home. The fat man quickly fumbles through his pockets and hands over a small wad of bills.

ROCKY (continuing; counting) A hundred an' thirty.

FATS That's it, I'm broke.

ROCKY That's it? -- Completely?

FATS That's it.

ROCKY What about for food an' stuff?

7.

FATS You have my food in ya hand.

Rocky looks almost sympathetically into the fat man's flushed expression.

ROCKY ... The juice is climbin' every week.

FATS I know the juice is climbin' -- I been workin' six months just to pay the damn interest.

ROCKY Ya still light seventy.

FATS Waits! -- Be smart. Ya don't have to break nothin' -- Here, take my coat, it's worth fifty-sixty dollars. It's yours.

The man quickly removes his coat and extends it...

FATS (continuing) See, ya a smart guy, Gazzo's don't have to know nuthin'. I'll go tape up the hand like ya broke my thumb. Gazzo won't be wise to nothin' -- Be a smart guy, keep the coat, we'll fake like ya broke the hand.

The man extends his coat again... Rocky suddenly grabs the man's thumb and bends him to his knees.

FATS (almost a whisper) No - no - no - Please - Please - Please don't...

Rocky releases the man who remains almost in shock. The thumb is fine.

ROCKY ...That's what coulda happened. (walks off.)

8.

EXT. STREET - DAY

Later that morning Rocky passes "Animal Town Pet Shop" in South Philly... The shop is not very prosperous looking. In the window hangs a sign reading "Today's special -- Mixed Kittens -- $1.50"... Rocky stops at this shop every morning. He stares at a litter of Lhasa Apsa puppies. He taps the window and whistles. He SEES a girl behind the counter and presses his face against the window and does his impression of the Hunchback of Notre Dame. The girl nervously looks away.

The girl behind the counter is ADRIAN KLEIN. She is not very attractive, but pleasant-looking. Thirty years old. Brown hair pulled back. Light skinned. She wears glasses.

Rocky really stops by to flirt with Adrian, but she is so painfully shy nothing ever gets started... Rocky enters.

INT. PET SHOP - DAY

ADRIAN ... Could you take the puppy out --

CUSTOMER It can breathe.

ADRIAN Please -

CUSTOMER Please, nothin' - I paid for this dog and can do whatever I want with it - I can throw it through the window if I want - Now give me my two dollars back before I do throw it through the window.

Rocky walks over to her, stares hard in her face and snatches the bag out of her hand. He removes the puppy and hands it to Adrian.

CUSTOMER Get away from me - Give me that!

Rocky takes a couple dollars out of his pocket and hands it to the lady... She nervously exits.

ROCKY ... How's the turtle food this week?

9.

ADRIAN ... Fine.

ROCKY Me, I'm kinda aggravated.

ADRIAN ... I'm sorry.

ROCKY Ain't your fault - Here's the problem.

Adrian nods... Though charmed, she is slightly intimidated.

ROCKY 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 --

The OWNER, a squat woman of forty, steps out of the back and waves at Rocky.

ROCKY (continuing) 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... (coughs) A little cough an' I gotta smack 'em on the shell -- An' whatta think they get?

Adrian shrugs.

ROCKY (continuing) I smack 'em hard on the shell an' they get... What?

ADRIAN ... I don't know.

ROCKY Shell-shocked!

Both the Owner and Adrian smile.

10.

OWNER Startin' with the bad jokes early today, huh.

ROCKY Inventin' jokes ain't easy.

Rocky steps over to a large cage at the rear of the shop... Inside is a huge dog.

ROCKY (continuing) How's Butkus this mornin'?

OWNER Ain't had time to check 'em.

Rocky opens the cage and the large dog jumps out and looks very happy.

ROCKY Yo, Butkus -- Dead. Play dead.

The dog plays dead.

ROCKY ...What kinda dog is this again?

OWNER Bullmastiff.

ROCKY The owner was suppose to pick him up three weeks ago.

OWNER We're not responsible for animals left over thirty days - We board it ain't a animal shelter, Y'know. ...Adrian, I want you to clean all those cat cages downstairs, they're a mess. (Adrian nods.)

Rocky waves goodbye to Adrian and exits the shop.

EXT. LEHIGH ST. TRAIN TRESTLE - DAY

Gazzo picks up Rocky.

11.

INT. GAZZO'S CAR - MOVING - DAY

MR. GAZZO and his YOUNG BODY GUARD sit in the front seat... Rocky is in the back seat.

ROCKY He only had a hundred an' thirty. -- I think he's good for the rest next week, Mr. Gazzo.

GAZZO (patiently) Sure, Rocky, Bob's good for it...

Gazzo hands Rocky a twenty.

GAZZO Tomorrow collect from Del Rio -- He's late three weeks. How'd you do last night?

ROCKY ... Fine.

Gazzo's Bodyguard looks at Rocky's bruised face in the mirror and smiles.

BODYGUARD Did ya get the license number?

ROCKY Of wa?

BODYGUARD ... Of the truck that run over your face.

Gazzo steps out of the car and beckons to Rocky.

GAZZO Yo Rock. Did I give you a job this mornin? How come ya didn't break this guy's thumb like I asked ya? When ya don't do what ya are told, it makes me look bad, kid.

ROCKY I figure if I break the thumb this guy gets thrown outta his job and can't pay nothin no more.

12.

GAZZO It don't matter. It's my reputation. These guys think they can get off light. It's bad for my reputation -- It's bad for business. See ya killer.

Gazzo gets into his car.

GAZZO (to Bodyguard) ... The Rock's a good kid.

BODYGUARD (emotionless) ... A meatbag.

They pull away.

EXT. GYM - DAY

Gazzo drives off and Rocky strolls across the street to Goldmill's Gym. On the way he passes several familiar people and exchanges waves... Out front is a young Irishman who runs a soft pretzel stand... His name is RUDY. It is apparent from his face he was a prize fighter... He is blind and mentally defective.

RUDY ...See the fight last night?

RUDY Nah, I was fightin' myself.

RUDY Apollo Creed beat the bum to pieces.

EXT./INT. GYM - DAY

Mickey's Gym is surrounded by bars and a couple of greasy spoons. Out front a crowd of young Blacks talk and jive among themselves. Two winos lean against the entrance.

Rocky enters the gym... The place is nearly full. The MEASURED BEAT of SKIP ROPES and THROBBING SPEED BAGS makes the room come alive, like it was a mindless piece of machinery. Over the loudspeaker MUSIC by the Isley Brothers BLARES out... The music adds a background to the CLANG of the AUTOMATIC TIMERS, SNORTING SPARRING PARTNERS and the THUDDING of HEAVY BAGS.

13.

The room is divided -- Fifty percent Black -- thirty-five percent Latin -- ten percent white -- five percent other.

As Rocky walks through the gym many of the FIGHTERS pause to wave and yell greetings.

FIGHTER #1 Hey, hear ya knocked Spider Rice out in the sixth?

ROCKY The third -- Shoulda seen it.

Rocky passes another FIGHTER punching the heavy bag.

FIGHTER #2 (removes glove) Hey, Rock, touch my hand.

ROCKY How come?

FIGHTER #2 C'mon, it's important.

Rocky touches the Fighter's bare hand.

FIGHTER #2 (continuing) Can ya tell I just whacked-off?

Rocky smiles and moves away.

INT. DRESSING ROOM - DAY

The dressing room is lined with dented lockers. Wooden benches stretch across the room. On the wall is a sign that reads, "NO KISSING."

Rocky goes to his locker. He tries to open it but fails. He leans his ear against the lock and rolls the tumblers. Still it does not open. He shakes the lock forcefully, no luck... Rocky is flustered and sits on a bench to ponder the situation.

After a moment of deep thought, Rocky stands, seizes the bench and smashes open the lock. Opening the door Rocky is taken aback when he sees a set of very flashy clothes.

ROCKY (mumbling) ... These ain't my clothes.

14.

He sees a picture of several black girls taped on the inside of the door.

ROCKY (continuing) ... These ain't my pictures.

A short powerful man of thirty-five enters. His hair looks like it has been shaped with hedge clippers. His name is MIKE.

ROCKY Yo, Mike -- What's happenin' here?

MIKE It ain't your locker no more.

ROCKY Whatta ya talkin' about it ain't my locker no more?

MIKE Listen, I'm with you -- But ya gotta talk to Mickey -- I put ya stuff in the bag over there.

Rocky looks at his belongings crammed in a wilted shopping bag and follows Mike across the room... Mike leans his head into the shower room. Two Latin fighters are lathering up.

FIGHTER ...Hey, Peanut, gimme some soap, Man.

MIKE (irate) Hey, Nobody -- Yeah, you, Nobody -- You don't call me Peanut.

FIGHTER Peanut, gimme some soap.

The fighters laugh. Inflamed, Mike removes a bar of soap from his pocket and hurls it at the insulting fighter. It hits just above the man's head. The fighters are shocked into silence.

Mike turns and exits with Rocky... The fighters curse them loudly in Spanish.

15.

INT. GYM - DAY

Rocky and Mike move past fighters going through their training routines.

ROCKY You were ready to bite that guy's face.

MIKE Yeah -- See the fight last night? Apollo Creed beat that English guy bad.

ROCKY Creed's great.

Mike fakes a friendly punch at Rocky and hurries off to another chore...

INT. GYM - DAY

The Owner, MICKEY, sits on a stool near the entrance. He wears a baggy suit... He is in his late seventies.

Rocky approaches... Mickey is conversing with another fighter.

MICKEY I don't care what nobody says, this bum Creed woulda never made it in the Thirties --

ROCKY Hey, how ya feelin', Mickey?

MICKEY (monotoned) ... What?

ROCKY I said, how ya feelin'?

MICKEY (dryly) Do you see me talkin'? Huh?

ROCKY (low) Yeah.

16.

MICKEY (spitting) 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... (to Rocky) Hey -- Yeah -- Whatta ya want?

ROCKY I was talkin' with ya man, Mike. -- Hey, how come I been put outta my locker?

MICKEY Dipper needed it.

Rocky turns and looks at DIPPER sparring... Dipper is a young, muscular heavyweight with a mean expression.

MICKEY (continuing) Dipper's a climber -- You're a tomato.

ROCKY ... Tomato?

MICKEY Facts is facts. I run a business here -- I'm cleanin' house --

Mickey pauses to watch a young middleweight time-skip as his trainer sings "FASCINATIN' RHYTHM."

MICKEY (continuing) How old are ya?

ROCKY ...What?

MICKEY How old?

ROCKY Come July, twenty-five.

17.

MICKEY More like thirty.

ROCKY Twenty-five, thirty -- What's the difference? -- It took me two months to learn the combination of that locker.

MICKEY The legs must be goin'.

ROCKY Yeah, they're goin', -- that's nature... That was my locker for six years.

MICKEY ... Did ya fight last night?

ROCKY Yeah --

MICKEY Did ya win?

ROCKY Yeah, Kayo.

MICKEY ... Who'd ya fight?

ROCKY Spider Rice.

MICKEY Rice is a bum.

ROCKY You think everybody I fight is a bum.

MICKEY Ain't they?

Mickey shoots Rocky a quick, indifferent look and removes a rosary from his pocket and idly rolls it around his fingers.

18.

MICKEY (continuing) 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.

ROCKY Listen, I'm gonna take a steam -- Did good last night -- Shoulda seen it.

MICKEY Hey, ever think about retirin'?

ROCKY ...No.

MICKEY Think about it.

ROCKY Yeah, sure.

Shrugging, Rocky moves away.

ROCKY (continuing) ...I think I'm gonna take a steam -- Shoulda seen me fight -- Did good, y'know.

Mickey leans over to Mike who approaches with a mop and pail.

MICKEY (gesturing towards Rocky) Known him since he was fifteen -- A waste of life.

Dejected, Rocky travels to the locker room. He passes Big Dipper sparring in a ring... Dipper spits a mouthful of water in a bucket and looks smugly at Rocky.

DIPPER (to Rocky) ... I dig yo' locker, Man.

TRAINER Time, Dipper.

19.

Dipper smiles cruelly and begins sparring... Scene FADES on Rocky's crestfallen expression. He moves off.

EXT. PET SHOP - DUSK

At sunset Rocky comes down the street and pauses at the pet shop... He is eating Colonel Sanders' fried chicken out of a bag... He taps on the window with a chicken bone.

INT. PET SHOP - DUSK

Inside Adrian is arranging pet toys on the counter... She hears the tapping, sees Rocky, and tenses. Rocky enters.

ROCKY ... Wow -- cold! Good night to catch pneumonia.

Adrian smiles slightly and moves behind the counter. Rocky fumbles idly among the pet toys.

ROCKY (continuing) Ah -- I came in here for somethin'... Oh, yeah, would ya like somebody to walk ya home?

The girl wants to say yes but a tremendous inferiority complex will not permit it... Rocky understands.

ROCKY (continuing) Hey, how's my buddy doin'? (looks into Butkus' cage) -- Nice dog -- Well, I'll see ya later.

ADRIAN ... Goodnight, Rocky.

Rocky exits. Adrian watches his departure with mixed emotions.

EXT. ANDY'S BAR - NIGHT

A short while later Rocky arrives at Andy's Bar... He throws the Colonel Sanders bag and bones in a large public litter can. The trash can has a bicentennial picture of George Washington pointing at a pile of garbage. The caption reads, "There was no litter at Valley Forge!"

20.

INT. ANDY'S BAR - NIGHT

Rocky enters the bar. He sits the Drunk in a booth... Several drinkers wave at him. OLD ANDY sets a mug of beer in front of him... Rocky seems to be looking for someone.

ROCKY Catch pneumonia out there -- Seen Paulie?

Andy casually nods towards the men's room.

Rocky traverses the room and passes TWO DRUNKS leaning on the bar.

INT. ANDY'S RESTROOM - NIGHT

Rocky enters the restroom... It is a vile stench hole with years of the remnants of many sick drunks caked on the wall.

PAULIE is presently trying to comb his hair in the only remaining piece of mirror in the room... Paulie is in his early thirties. He is medium height. Brown hair. Square shouldered. He has a foul personality... A classic misanthrope.

ROCKY Yo, Paulie.

PAULIE (very drunk) Yo, Rocky -- Look at this mirror. I'd like to kill the friggin' moron who broke this mirror.

ROCKY Yo, Paulie.

PAULIE What?

ROCKY Your sister's givin' me the shoulder.

PAULIE Forget her. You could do better than my sister.

ROCKY Every mornin', every night I pass by -- I smile. (MORE)

21.

ROCKY (CONT'D) I say jokes. Nothin'. She looks at me.

PAULIE (annoyed) Looks, huh?

ROCKY Yeah, like I was a plate of leftovers -- Somethin' wrong with my face -- Whatta I need, a Caddy to connect with ya sister?

PAULIE My sister's a friggin' loser.

ROCKY Hey --

PAULIE Sometimes she gets me so crazy, I'd like to split her head with a razor.

ROCKY Don't get mental, man.

PAULIE Ya caught me in a bad mood.

ROCKY Ya always in a bad mood --

PAULIE ... Adrian ain't sharp.

The restroom stench is overwhelming... Rocky covers his nose with the neckline of his t-shirt.

PAULIE (continuing) She's a loser -- She don't enjoy life -- She reads -- Brainy -- Pushin' thirty friggin' years old! She's gonna die alone if she don't wise up.

ROCKY I'm thirty myself.

22.

PAULIE An' you're dyin' alone, too.

ROCKY I don't see no crowd around you, neither.

PAULIE (pointing at the wall) I wanna kill the friggin' moron who broke the mirror.

ROCKY Let's get outta this stink.

INT. ANDY'S BAR - NIGHT

The restroom door opens. Rocky guides Paulie out. Though stumbling, Paulie talks as he walks.

PAULIE The girl's dryin' up! She's gotta live a little before her body dries up!! You're a pal, Rock -- How 'bout yo' talk to her? Y'know, it's Thanksgivin' tomorrow.

ROCKY ... Sure.

PAULIE Tomorrow you come for some bird, right?

ROCKY Absolutely...

Paulie smiles and Rocky guides him to a booth... Rocky steps to the bar. Andy leans over to him.

ANDY That was alotta crap to go through for a dinner invite.

Rocky shakes his head no and raises his eyes towards a suspended television... the nightly sports broadcast is on. The SPORTS COMMENTATOR is at the airport and about to interview the heavyweight champion of the world, APOLLO CREED. Creed is twenty-eight years old. He is a tall, smooth-muscled Black with barely a scar on his light coffee- colored face...

23.

He is followed by an entourage of mixed trainers and cornermen. Also tagging alone is a small group of hangers-on.

The Commentator interviews Creed as he and his followers disembark a private jet.

COMMENTATOR How was the flight, Champ?

APOLLO Very high an' very fast.

Apollo's crowd smiles almost automatically at everything he says.

COMMENTATOR Apollo, how would you rate this last British challenger, Henry Wilcoxson?

APOLLO He was big, an' very nasty so I destroyed him in a hurry -- Now I'm gettin' ready for Mac Lee Green next month.

COMMENTATOR You're referring to the much publicized bicentennial fight?

APOLLO That's right -- It's gonna be the greatest sportin' event in this country's history -- A gala occurrence!

COMMENTATOR Still to be held in Philadelphia?

APOLLO The Bicentennial Heavyweight Championship of the World is gonna be held in the only place it can be held -- Philadelphia! -- the nation's cradle -- January First -- the first major event of our two hundredth year.

COMMENTATOR Where're you off to now?

Apollo draws his wife close.

24.

APOLLO Me an' my wife are goin' home 'cause we miss our children an' can't go no more time without seein' them.

COMMENTATOR Any quick advice for young boxing hopefuls?

APOLLO (looks straight into the camera) ... Stay in school an' use your brains, dig -- Be a lawyer, be a doctor, carry a leather briefcase an' forget about sports!! Sports can only make ya grunt an' smell -- Be a thinker not a stinker!!

Apollo's entourage laughs and they move on... The Commentator faces the camera.

COMMENTATOR Jerry Simpson at Kennedy Airport with the Champion, Apollo Creed.

The sports show cuts away, but Rocky continues to look at the television with a pensive stare... Andy has been speaking the following dialogue over Apollo's broadcast.

ANDY Nobody cares what's happenin' in the world of sports nomore -- Downhill. Baseball, downhill -- Basketball, downhill. Football's goin', too. Bank on it. Baseball use to be America's best sport... Sure -- Nuttin' like squattin' through a great double header, but now baseball's all business.

The news report with Apollo ends. Andy drinks.

ANDY (continuing) Where are the real fighters? The pros. Today we jig clowns.

25.

ROCKY Clown.

ANDY Yeah.

ROCKY He took his best shot an' became champ -- What shot did you ever take?

ANDY Yo, Rock, you ain't happy with yourself? Fine. But me, I gotta business here -- I don't need to take no shot.

Becoming despondent, Rocky rises and crosses to Paulie slumped unconscious in the booth.

Rocky exits the bar... Andy turns to his customers.

ANDY (continuing; boldly) Take a shot, he says! -- Sure, I'll take a shot!

Laughing, Andy pours himself a shot.

EXT. ATOMIC HOAGIE SHOP - NIGHT

Rocky passes an all-night sandwich shop... In the window hangs the sign "ATOMIC HOAGIE SHOP, INC." Out front are several YOUNG MEN and WOMEN. They are much too young to be out so late... A boy with a badly-chipped tooth beckons to Rocky.

CHIPPED TOOTH (aggressively) Yo, Rocks, buy us sum wine, man.

ROCKY ... No wine -- Bad for ya' brain.

CHIPPED TOOTH C'mon, man, it's cold, man.

ROCKY No wine.

CHIPPED TOOTH Yo, Rock, gimme a dollar.

26.

ROCKY Why?

CHIPPED TOOTH (sarcastically) 'Cause we dig ya, man -- Gimme a dollar.

ROCKY No dollar.

CHIPPED TOOTH Hey, give Rocky a dime.

YOUNG MAN #2 ... How come?

CHIPPED TOOTH So he can call all his friends.

ROCKY (mildly embarrassed) ... That's an old one.

CHIPPED TOOTH Buy us some Thunderbird, man.

Rocky ignores the statement and faces a very young girl who is smoking and leaning whore-like against the wall.

ROCKY Is that Marie? -- Marie, ya brother know you're hangin' out so late?

The girl, MARIE, assumes an indifferent attitude, attempting to impress her friends.

MARIE ... Screw you.

ROCKY (awed) What'd you say?

MARIE ... Screw you, yoyo.

The gang laughs. Angered and shocked, Rocky grabs her arm.

ROCKY Did these guys teach you to talk dirty? Huh?

27.

MARIE Hey --

ROCKY What?

MARIE Stuff it, man!

ROCKY (shakes her) Don't you never say that -- (to the gang) -- You guys talk like that in front of a little girl -- You guys are scum.

CHIPPED TOOTH This is our place, dig!

The gang reluctantly backs up a step.

ROCKY Don't ya never come round this girl -- Go home.

YOUNG MAN #2 This is our corner, man! You go, chump!

Rocky moves forward and they scatter... They quickly move off.

CHIPPED TOOTH (backpedaling) We'll kill you, man -- We gotta gun.

ROCKY Pull heat on me? -- I'll dent ya face!

Rocky leads the girl away.

EXT. STREET - NIGHT

Rocky is walking the young girl home... They are presently cutting through a dark public school yard. They pass through the beams of light cast off by weak flood lights located at the top of the school building. The atmosphere is somewhat eerie.

28.

ROCKY How come ya wanna hang out with those guys? They teach ya bad things.

MARIE I like 'em. If you don't you can f--

ROCKY Hey! When I was your age, there was only one girl who talked like that in the whole neighborhood.

MARIE (bored) ... Yeah.

She attempts to light a cigarette... Rocky nonchalantly tosses it to the ground.

ROCKY Make your teeth yella --

MARIE I like yella teeth.

ROCKY Makes your breath like garbage.

MARIE Maybe I like garbage.

Rocky and Marie take a shortcut through a dark school yard.

ROCKY 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'.

MARIE Why?

ROCKY '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. (MORE)

29.

ROCKY (CONT'D) 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.

MARIE C'mon, Rocky. I'm twelve.

ROCKY That doesn't matter -- You don't really have to be a whore, just act like one an' that's it.

MARIE What?

ROCKY 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.

Rocky and Marie exit the dark school yard... Standing in the shadows of the building are three young muggers. The light from their cigarettes flares red in their faces.

The muggers pace Rocky across the street and follow them down the block... Rocky sees them and stops and faces the three. The muggers pause and study Rocky from a distance of twenty yards. Rocky gives a loud boxer's snort, wipes his nose with the side of his thumb and rolls his shoulders... The muggers are intimidated and slowly peel off the meander away.

Rocky turns to Marie who has been standing behind him.

ROCKY (points down the block) ... That's your house, ain't it?

Marie nods.

ROCKY (continuing) Listen, I hope ya don't --

30.

MARIE I won't.

ROCKY What was I gonna say?

MARIE Ya hope I don't keep acting like a whore or I'll turn into one, right?

ROCKY Ya, somethin' like that.

They exchange smiles and Marie moves away. Rocky has made an impact on her life.

MARIE Goodnight, Rocky.

ROCKY 'Night, Marie.

She takes a few more steps and pauses again.

MARIE ... Fuck you, Creepo!!!

The girl runs to her house as Rocky looks on in dismay.

ROCKY (walks off) ... Yeah, who're you to give advice, Creepo.

INT. JERGENS' OFFICE - DAY

APOLLO CREED and his LAWYER and TRAINER are seated in the offices of MILES JERGENS. Jergens, a successful promoter looks unhappy as he looks into the scowling face of Apollo Creed.

LAWYER Are the doctor's reports confirmed?

JERGENS Definitely -- (reading) -- It says here, Mac Lee Green has suffered a seriously cracked third metacarpal in his left hand.

31.

APOLLO Damn.

JERGENS I suppose we could cancel the fight indefinitely if you are set on fighting Green.

TRAINER It ain't just Green, what about the time Apollo's invested --

JERGENS I believe we can find a solution.

APOLLO Solution, nothin' -- What about the Bicentennial fight.

LAWYER Jergens, don't play games with my client! Apollo has already done nearly a million dollars worth of publicity --

TRAINER Ten million's worth!

LAWYER -- And has made contractual obligations with over twenty different organizations -- He doesn't want to be embarrassed.

APOLLO You best find me another ranked contender an' I mean in a flash, man!

JERGENS (holding up some notes) I contacted Ernie Roman's manager, he's fighting in France the same week.

APOLLO Then gimme Buddy Shaw -- He's ranked fifth.

32.

JERGENS Shaw's fighting in South America -- Why not postpone the bout until July Fourth?

LAWYER Hell with Fourth of July, man! Ten thousand things'll be goin' down on the Fourth of July! -- Apollo wants to be first!

JERGENS That may not be possible, Jimmy.

TRAINER This man here is the Star, dig -- Don't cause him to breathe heavy -- Now what 'bout that sucker, Billy Dukes?

JERGENS Went to California and gained fifty pounds -- and I called every worthwhile contender, but they say five weeks isn't enough time to get in shape.

Apollo stands beneath a new fight poster and points to it.

APOLLO Shape, nothin' -- They're afraid. They know everybody in the world's gonna see this fight an' none of them gotta prayer of beating me so they're makin' excuses so they don't have to be the chump that's gonna be whipped in front of the whole civilized world!!

JERGENS Apollo, I'm sure there's a way to salvage this.

TRAINER Nobody wants to be dissected on the country's birthday.

33.

JERGENS All I can counter with is that I'm a goddamn good promoter -- I've promoted in every country in the world -- and I've tried to the best of my abilities. Perhaps you're right, and no one wants to be beat on the country's birthday... I don't know what else to say --

APOLLO I do -- Maybe what this fight needs is something new -- a novelty.

TRAINER You's the novelty, Champ!

APOLLO Give my main man a raise!!

Everyone laughs.

APOLLO (continuing) Now here's what's goin' down. Listen, 'cause I'm gonna say this but one time. On January first, the first day of the Bicentennial I'm gonna fight me a local poor underdog, dig? A snow-white underdog. An' I'm gonna put his face on this poster with me, hear? An' I'll tell you why, 'cause I'm sentimental -- An' all the people in the country all sentimental, man, an' they'd like nothin' better than me, Apollo Creed, to let some unknown get a shot at the greatest title in the world on this country's biggest birthday. Now that's the way I see it an' that's the way I want it!!

JERGENS ... It's very American.

APOLLO No, man, it's very smart.

34.

EXT. STREET - DAY

Late that afternoon Mr. Gazzo's white 1970 Cadillac pulls up to Rocky's apartment... Rocky is in the back seat with the loan shark. Gazzo's bodyguard is driving.

Gazzo flips through a small black notepad.

ROCKY Next Wednesday I grab a grand from Snyder. An' Thursday two yards from Cappoli, okay?

GAZZO No, two yards from Snyder, an' a grand from Cappoli.

ROCKY Ya sure?

GAZZO Hey, screw ya brain on right. Now, who's this girl you're going out with tonight?

ROCKY How'd you know?

GAZZO (smiles) You think I don't hear things?

ROCKY Paulie's sister.

BODYGUARD (abrasively) Hear she's retarded.

ROCKY (dryly) She ain't retarded, she's shy.

BODYGUARD Take 'er to the zoo -- Retards like the zoo.

ROCKY Does that bum have to say that?

The Bodyguard reddens... Gazzo motions to his Bodyguard to relax.

35.

GAZZO Buddy's in a bad mood -- prostate problems.

ROCKY He's always in a bad mood. (laughs) Count ya blessin's. Ya a healthy person -- ya legs work -- ya hands work --

The Bodyguard has been looking at Rocky with murderous eyes.

BODYGUARD I don't like ya face.

ROCKY Don't like yours neither.

BODYGUARD Kiss my ass.

ROCKY Move your shoulders down.

Mr. Gazzo is amused. He steps out of the car, followed by Rocky.

GAZZO (smiles) Buddy's got a thing against ya, Rock. Some people just hate for no reason, y'know.

ROCKY Yeah.

GAZZO Here's fifty bucks -- You an' the girl have a nice time.

ROCKY Thanks, Mr. Gazzo.

Rocky enters his apartment and Gazzo drives off.

INT. JERGENS' OFFICE - DAY

The SCENE REVERTS BACK TO Miles Jergens' office. Apollo pores over a large record book.

APOLLO How 'bout this Billy Snow?

36.

JERGENS Fouls.

APOLLO How 'bout this Big Chuck Smith?

TRAINER Too old, dull fighter. (points at a name) Bobby Judge is a good boy.

APOLLO ... I don't feel heat from the name.

JERGENS Joe Zack is a good prospect -- Exciting boy.

APOLLO ... Still don't feel no heat.

JERGENS (sighs) Exactly what are you looking for, Apollo?

APOLLO ... This man.

Everybody leans forward.

APOLLO (continuing; much amused) 'The Italian Stallion' -- He's my man.

JERGENS Rocky Balboa -- His record's poor --

APOLLO Don't matter -- That name. 'The Italian Stallion,' it's right on. (laughs) Who discovered America? An Italian, right? So, man, what could be better than to get it on with one of his ancestors --

TRAINER He won't last one round.

37.

APOLLO Listen, I gonna carry this boy three rounds, then drop 'im like a bad habit.

TRAINER I don't like you messin' with southpaws -- They do everything wrong.

APOLLO Southpaw, nuthin' -- I'll drop 'im in three -- 'Apollo Creed meets the Italian Stallion.' Shhiii -- Sounds like a damn monster movie!!

Everyone laughs.

FADE OUT.

FADE IN:

EXT. STREET - DUSK

Rocky and Paulie walk towards his house... Even though it is cold and dark, a group of kids conduct an energetic game of half-ball. (Half-ball is a variation of stick-ball.)

ROCKY (mimes throwing) I usta be deadly at half-ball.

PAULIE I hate the friggin' game... I'd like to talk some business.

ROCKY What kinda business?

PAULIE Look at my hands -- See how the joints are swollen.

Paulie extends his thick hands and tries to make a fist.

PAULIE (continuing) Inflamed joints -- Walkin' in an' out of a freezer carryin' meat plays hell on the joints.

ROCKY Maybe ya should see a doctor.

38.

PAULIE I don't need a doctor, I need a different job.

ROCKY Maybe another job is the best thing.

PAULIE Do me a favor -- Talk to Gazzo. Tell him I'm a friend an' would do a good job... Tell him I ain't bothered by nothin' an' would be a great collector... Bustin' bones don't bother me -- Tell him I'm a good worker.

ROCKY Gazzo's gotta come to you.

PAULIE I'm askin' ya to go to him -- As a favor.

ROCKY Gazzo's gotta come to you -- Hey, Paulie, it's a bad job -- Do what you do now.

EXT. ATOMIC HOAGIE SHOP - DUSK

They continue past the Atomic Hoagie Shoppe, Inc... A group of young men pitch quarters on the sidewalk out front.

Rocky pauses... He sees Marie, the little girl from the night before, hanging around with the guys. She sees Rocky.

Marie takes a deep drag on her cigarette and faces the opposite direction... The gang smiles and continues to pitch quarters.

Anger and disappointment register across Rocky's face.

PAULIE You know her?

Rocky shrugs and the two men move off... Filling the night air is the METALLIC SOUND of pitching QUARTERS.

EXT. PAULIE'S APARTMENT - NIGHT

The men arrive at Paulie's home. It is at the top of a dimly-lit four story walk-up.

39.

ROCKY Ya sister knows I'm comin'?

PAULIE Yeah, sure -- She's very excited.

INT. PAULIE'S APARTMENT - NIGHT

Paulie unlocks the apartment door and enters... Rocky stiffly follows. Paulie's sister steps out of the kitchen. A large serving spoon is in her hand... The TV is on.

She stops short and eyes Rocky... She is visibly unsettled by Rocky's unexpected presence.

ADRIAN (weakly) Paulie, you're late.

She looks at Rocky again.

PAULIE Did you call the hospital? (to Rocky) If I'm ten minutes late, she calls the hospital.

Adrian enters the bedroom and slams the door... Paulie follows. An argument ensues and Rocky overhears.

OVER the argument is HEARD a SPORTS BROADCAST rising from the TELEVISION.

COMMENTATOR (V.O.) ... Unfortunate luck for fifth-ranked heavyweight, Mac Lee Green. The slugging fighter acquired a serious fracture in his left hand after an aggressive day of sparring -- Champion Apollo Creed says he'll be 'shopping for another victim,' to fill Green's vacancy for the Bicentennial Championship Fight to be held in Philly next month... By the way, rumor has it that this will be the most widely-viewed sporting event in the entire world -- and that includes the Super Bowl, folks... Today U.S. swimmers set a new...

40.

Meanwhile, the argument between brother and sister continues in the bedroom.

ADRIAN ... Paulie, why didn't you tell me you were bringing him home?! Look at me, I'm not ready for this.

PAULIE Like it would make a difference if you were, right? This guy's a friend and now he's takin' ya out.

ADRIAN No... I can't!

PAULIE Ya, ya goin' outta the bedroom an' I don't wanna know from nothin'.

ADRIAN Paulie, please --

PAULIE Hey, I want ya out instamaticly. -- I'm sicka lookin' at ya hangin' around like a friggin' spider -- Go out -- Live! Do, enjoy life.

ADRIAN ... Like you?

PAULIE Don't get wise with me. I want ya to stop bein' a loser.

ADRIAN I can't go out.

PAULIE Why?

ADRIAN Paulie, it's Thanksgiving. I've gotta turkey in the oven.

Paulie turns and leaves the bedroom... He enters the kitchen. Grabbing a large fork, he opens the oven and spears the turkey... With the turkey suspended on the end of the fork, Paulie heaves the dripping bird out the window.

41.

Adrian has seen this and is shattered. She runs back into the bedroom and locks the door.

PAULIE !! Ya want the bird, go out in the alley an' eat the bird -- I want ya outta the house -- Enjoy ya friggin' life... Ya hungry, Rock?

ROCKY Maybe ya better forget it.

PAULIE Forget nothin' -- Here, talk to my sister, tell 'er somethin' nice.

Rocky walks over to Adrian's bedroom door and begins speaking to the enclosed girl.

ROCKY ... 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.

Rocky turns away and begins to walk off.

ROCKY (continuing) ... Maybe I better forget it.

PAULIE Try again, c'mon, try again.

Rocky goes over to the door and begins speaking again.

ROCKY 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?

Adrian opens the door... She already has her winter coat on.

42.

ROCKY (continuing) We'll have a good time.

Paulie opens the front door and gives Rocky an encouraging smile...

ROCKY (continuing) What's ya sister like to do?

PAULIE Ice skate.

ROCKY I didn't want no turkey anyway.

ADRIAN It's Thanksgiving.

ROCKY To you, to me it's Thursday.

INT. ICE SKATING RINK - NIGHT

Rocky and Adrian enter a deserted skating rink.

ROCKY Looks quiet, y'know.

ADRIAN I think it's closed.

ROCKY I think mebbe we're early or somethin' --

From across the rink a CLEANING MAN yells at them.

CLEANER Hey, whatta ya doin' here -- we're closed... Yo, we're closed!

ROCKY (yells back) Are ya closed to the General Public or to just everybody.

43.

CLEANER (starts to walk over) Hey, the rink is empty 'cause we're closed -- ya ain't allowed in here so do me a favor an' not stay here.

ROCKY Wait here, gotta smooth this guy out.

ADRIAN (softly) We could go somewhere else an' --

Rocky approaches the Cleaner.

CLEANER Yo, pal, what's with you -- The place ain't operatin'.

ROCKY 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 --

CLEANER This a con?

ROCKY Look at her, ya can see she ain't feelin' good -- needs a few minutes exercise --

CLEANER Few minutes?

ROCKY ... Ten minutes.

CLEANER Ten minutes for ten dollars.

ROCKY ... Yeah, give 'er the Blades.

INT. ICE SKATING RINK - NIGHT

Adrian has on skates. Rocky follows her onto the ice. He wears street shoes.

44.

ADRIAN ... Aren't you skating?

ROCKY 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.

ADRIAN And you never got the chance?

The Cleaner yells from the sideline.

CLEANER Nine minutes!

ROCKY 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?

ADRIAN But you never had a chance to prove yourself.

ROCKY Absolutely.

CLEANER Eight minutes!

Adrian slips and Rocky breaks her fall.

ROCKY I just dislocated my finger.

ADRIAN Ohh!

CLEANER Seven minutes!

45.

ROCKY It ain't your fault -- I originally done it in the Baby Crenshaw fight. (opens his wallet) 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?

CLEANER Six!

ROCKY How 'bout some Cokes?

CLEANER Cost ya a buck.

ROCKY This guy is beautiful -- get the Cokes.

Adrian does a slight turn and Rocky has to speed up and nearly falls.

ROCKY (continuing) 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?

Adrian nods and is very nervous... The Cleaner moves carefully across the ice.

ROCKY (continuing) Y'know how I got started in the fight racket?

ADRIAN By accident?

CLEANER Here -- Three minutes.

46.

ROCKY Yeah -- My ol' man who was never the sharpest told me -- I weren't born with much brain so I better use my body.

For the first time, Adrian laughs.

ROCKY (continuing) What's funny?

ADRIAN My mother told me just the opposite. She said, 'You weren't born with much of a body so you'd better develop your brain.'

CLEANER Time!

The Cleaner walks over as Rocky and Adrian get off the ice.

CLEANER (continuing) That's ten bucks.

ROCKY I must be goin' deaf 'cause I thought ya said, 'ten cents.'

Rocky hands him a dime.

CLEANER (weakly) ... How 'bout for the Cokes?

ROCKY Charge it.

Rocky and Adrian start to leave. Rocky pauses at the door and fishes into his pocket and hands over eleven dollars.

ROCKY (continuing) Had ya goin', didn't I, huh?

He grins and leaves.

47.

EXT. STREET - NIGHT

ROCKY Some people are very shy by nature.

ADRIAN ... I suppose.

ROCKY I would say you're very shy bu nature.

ADRIAN ... I suppose.

ROCKY Some people think bein' shy is a disease, but it don't bother me.

ADRIAN It doesn't bother me either.

ROCKY 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.

ADRIAN ... It is just hard for me to understand why anybody wants to be a fighter.

ROCKY Ya gotta be a little soft to wanna be a pug... It's a racket where ya' almost guaranteed to end up a bum.

ADRIAN I don't think you're a bum.

ROCKY ... I'm at least half a bum. Yeah, fightin' is a crazy racket. The roughest part is the mornin' after.

ADRIAN Morning after?

48.

ROCKY 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.

ADRIAN Why do you do it if it hurts so bad?

ROCKY ... Guess.

ADRIAN (pause) 'Cause you can't sing or dance?

Rocky smiles.

INT. ROCKY'S APARTMENT - NIGHT

Rocky and Adrian enter his one-room apartment... She is nervous and taken aback by the bleakness of the room... Rocky goes to the icebox.

ROCKY Would ya like a glass of water?

ADRIAN ... No thanks.

Adrian looks at the mirror above Rocky's dresser. She sees a high school photo of Rocky. He once was handsome and smooth-faced... Rocky steps up behind her and his face is reflected in the mirror.

He turns on his cheap RECORD PLAYER... He reaches into the turtle bowl.

ROCKY Here's the guys I was tellin' ya about -- This is Cuff an' Link.

ADRIAN I sold them to you.

49.

ROCKY (very embarrassed) ... 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.

ADRIAN Do you have a phone?

ROCKY I had it pulled. People callin' all the time. Who needs it -- Who'd you wanna call?

ADRIAN I wanna let my brother know where I am.

ROCKY D'you really wanna call?

ADRIAN Yes, I do.

ROCKY You sure?

ADRIAN Yes.

ROCKY Why?

ADRIAN I think he might be worried.

ROCKY I'll call your brother.

Rocky flings open the window and bellows like a foghorn.

ROCKY (continuing) !!Yo, Paulie -- Ya sister's with me! I'll call ya later.

Rocky closes the window and faces the woman... She is not smiling. She looks frightened.

50.

ROCKY (continuing) What's the matter? Ya don't like the room?

ADRIAN It's fine.

ROCKY It's only temporary.

ADRIAN It's not that --

ROCKY What's the problem? You don't like me -- Don't like the turtles -- What is it?

ADRIAN I don't think I belong here.

ROCKY It's okay.

ADRIAN No, I don't belong here.

ROCKY It's all right -- You're my guest.

ADRIAN ... I've never been in a man's apartment before.

ROCKY (gesturing) They're all the same.

ADRIAN I'm not sure I know you well enough -- I don't think I'm comfortable.

ROCKY Yo, I'm not comfortable either.

ADRIAN (standing) I should leave.

51.

ROCKY But I'm willin' to make the best of this uncomfortable situation.

Adrian moves to the door... Rocky intercepts her.

ROCKY (continuing; softly) Would ya take off your glasses?

ADRIAN (dumbstruck) What?

ROCKY The glasses... Please.

Rocky removes her glasses and looks deeply into her eyes.

ADRIAN (timidly) ... T-thank you.

ROCKY Do me another favor?

ADRIAN ... What?

ROCKY Could ya take off that hat.

After a moment, Adrian removes the hat... She is becoming rather pretty.

ROCKY (continuing) I always knew you was pretty.

ADRIAN Don't tease me.

The woman melts into the corner and begins lightly sobbing... Rocky steps forward and fences her with his arms and body.

ROCKY I wanna kiss ya -- Ya don't have to kiss me back if ya don't feel like it.

Rocky softly kisses the woman... Her arms hang limp. He puts more passion into the kiss and she starts to respond. Her hand glides like smoke up his back.

52.

She embraces his neck. The dam of passion erupts. She gives herself freely for the first time in thirty years.

EXT. GOLDMILL'S GYM - DAY

The following day, Rocky strolls down the street to Goldmill's Gym... Out front a group of young blacks stop talking and study Rocky as he passes. Rocky's eyebrows knit in confusion.

>>>

/ Rocky.
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