Rocky Balboa is a small-time boxer who lives in an apartment in Philadelphia, Pennsylvania, and his career has so far not gotten off the canvas. Rocky earns a living by collecting debts for a loan shark named Gazzo, but Gazzo doesn't think Rocky has the viciousness it takes to beat up deadbeats. Rocky still boxes every once in a while to keep his boxing skills sharp, and his ex-trainer, Mickey, believes he could've made it to the top if he was willing to work for it. Rocky, goes to a pet store that sells pet supplies, and this is where he meets a young woman named Adrian, who is extremely shy, with no ability to talk to men. Rocky befriends her. Adrain later surprised Rocky with a dog from the pet shop that Rocky had befriended. Adrian's brother Paulie, who works for a meat packing company, is thrilled that someone has become interested in Adrian, and Adrian spends Thanksgiving with Rocky. Later, they go to Rocky's apartment, where Adrian explains that she has never been in a man's apartment before. Rocky sets her mind at ease, and they become lovers. Current world heavyweight boxing champion Apollo Creed comes up with the idea of giving an unknown a shot at the title. Apollo checks out the Philadelphia boxing scene, and chooses Rocky. Fight promoter Jergens gets things in gear, and Rocky starts training with Mickey. After a lot of training, Rocky is ready for the match, and he wants to prove that he can go the distance with Apollo.

After producers Irwin Winkler and Robert Chartoff became interested in the script, they offered writer Sylvester Stallone an unprecedented $350,000 for the rights, but he refused to sell unless they agreed to allow him to star in the film (this despite the fact that he had only $106 in the bank, no car and was trying to sell his dog because he couldn't afford to feed it). They agreed, but only on the condition that Stallone continue to work as a writer without a fee and that he work as an actor for scale. After Winkler and Chartoff purchased the film, they took it to United Artists, who envisioned of budget of $2 million, but that was on the basis of using an established star (they particularly wanted Robert Redford, Ryan O'Neal, Burt Reynolds or James Caan). United Artists didn't want Stallone to star, and when Winkler and Chartoff told them that the only way they could get him to sell the screenplay was to agree to cast him, United Artists cut the budget to $1 million, and had Chartoff and Winkler sign agreements that if the film went over budget, they would be personally liable. The final cost of the film was $1.1 million. The $0.1 million came after Chartoff and Winkler mortgaged their homes so as to complete the project.

Mickey:
Women weaken legs!


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Continuity: The number "2" disappears off Rocky's apartment door after he answers the door to let Micky in.

Music & Lyrics by Frank Stallone (as Frank Stallone, Jr)
Performed by Valentine