Paulie: [about Tommy] He stinks of opportunity, Rock.
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.
[Tommy Gunn and George Duke show up outside the bar before the climactic fight scene]
Overweight Drinker: Yo Rock, you need some help?
Rocky: No, guys; ain't no pie eating contest.
George W. Duke: [to Rocky] C'mon, pug. Touch me, I'll sue.
[Rocky uppercuts Duke]
Rocky Balboa: Sue me for what?
Rocky Balboa: Yo, Tommy Gunn, you got great gums!
Mickey: Get up you son of a bitch! 'Cause Mickey loves you!
Mickey: [Flashback] Ah come here Rock. My God, you're ready ain't ya? That Apollo won't know what hit him. You're gonna roll over him like a bulldozer, an Italian bulldozer. You know kid, I know how you feel about this fight that's comin' up. 'Cause I was young once, too. And I'll tell you somethin'. Well, if you wasn't here I probably wouldn't be alive today. The fact that you're here and doin' as well as you're doin' gives me-what do you call it-motivization? Huh? To stay alive, 'cause I think that people die sometimes when they don't wanna live no more.
Rocky Balboa: [Present day, remembering] Nature's smarter than people think...
Mickey: [Flashback] And nature is smarter than people think. Little by little we lose our friends, we lose everything. We keep losin' and losin' till we say you know, 'Oh what the hell am I livin' around here for? I got not reason to go on.' But with you kid, boy, I got a reason to go on. And I'm gonna stay alive and I will watch you make good...
Rocky Balboa: [Present day, remembering] I'll never leave you.
Mickey: [Flashback] and I'll never leave you until that happens. 'Cause when I leave you you'll not only know how to fight, you'll be able to take care of yourself outside the ring too, is that okay?
Rocky Balboa: [Flashback] It's okay.
Mickey: [Flashback] Okay. Now I got a little gift for you.
Rocky Balboa: [Flashback] Ah, Mick you don't have to.
Mickey: [Flashback] No, wait a minute, now, wait a minute. Hey look at that. [Takes off his golden glove necklace] See that? This is the favorite thing that I have on this Earth. And Rocky Marciano give me that. You know what it was? His cufflink. Huh? And now I'm givin' it to you and it, it's gotta be like a, like an angel on your shoulder see? If you ever get hurt and you feel that you're goin' down this little angel is gonna whisper in your ear. It's gonna say, 'Get up you son of a bitch 'cause Mickey loves you'. Okay?
Rocky Balboa: [Flashback] Thanks Mick. [Hugs him] I love you too.
Mickey: [Flashback] Go after him kid, go after him.
George W. Duke: [speaking to Tommy after a press conference, where the media's obsession with Rocky Balboa has disturbed Tommy] As long as they've got Balboa on the brain he'll always be champ. The man fought wars in the ring!
Tommy Gunn: [to Rocky] I'm not gunna knock you down this time! I'm gunna put you through the street!
Adrian: He's done! He's done fighting!
George W. Duke: [to Rocky] You a damned fool! Maybe we ought to sign Mrs. Balboa to fight Cane, huh? Looks like she's the only one with the cajones in this family.
Rocky Balboa: [after Rocky has been seemingly defeated] Yo, Tommy! I didn't hear no bell...
Adrian: All those beatings you took in the ring, I took them with you! I know how you feel! I know when somebody like Tommy comes along, you feel alive. But he's not you, he doesn't have your heart! All those fighters you beat, you beat them with heart, not muscle. That's what Mickey knew, that's why Mickey and you were special. But Mickey's dead! If there's something that you want to pass on, pass it on to your son! For God's sakes, your son is lost! He needs you! I know Tommy makes you feel great-he makes you feel like you're winning again. But you're losing us! Rocky, you're losing your family!
Mickey: You know, kid, I know how you feel about this fight that's comin' up, because I was young once too. And I tell you somethin': Well, if you wasn't here, I probably wouldn't be alive today. The fact that you're here and doin' as well as you're doin' gives me, what do you call it, a "motivization," huh, to stay alive? 'Cause I think that people die sometimes when they don't wanna live no more.
Rocky Balboa: Nature's smarter than people think.
Mickey: And nature is smarter than people think. Little by little, we lose our friends, we lose everything. We keep losing and losing till we say, you know, "What the hell am I livin' around here for? I got no reason to go on." But with you, kid, boy, I got a reason to go on. And I'm gonna stay alive, and I will watch you make good.
Rocky Balboa: And I'll never leave you.
Mickey: And I'll never leave you until that happens. 'Cause when I leave you, you'll not only know how to fight, you'll be able to take care of yourself outside the ring too. Is that okay?
Rocky Balboa: It's okay.
Rocky Balboa: I'm officially expired.
George W. Duke: No, you still have marquee value. You put butts in the buckets, asses in the seats.
George W. Duke: [pitching a title bout to Rocky] I'm talking about a fantastic international extravaganza to be held in Japan called "Letting It Go In Tokyo"!
Tommy Gunn: You don't own me! You don't own me! Nobody does! I want my respect.
Rocky Balboa: Well come and get it!
George W. Duke: In the ring, in the ring. Tommy Gunn only fights in the ring.
Rocky Balboa: My ring's outside.
Rocky Balboa: [outside Mickey's abandoned gym] How ya doin', Mick?
Rocky Balboa: Listen Tommy, we need to talk.
Tommy Gunn: Later Rock.
Rocky Balboa: No, no. listen Tommy. It's about Duke.
Tommy Gunn: I'm 22 and 0. Where's the money? The way I was going. I wasn't going to get a shot of the title for a long time. I am signing papers with the man tomorrow
Rocky Balboa: This is what Mick told me about. About the business, the dirty part of the business. These managers, when they represent these fighters, they promise them the world, then they, they suck' em dry, leave them, leave them in the gutter, broke Tommy.
Karen: C'mon Tommy. We're running late.
Rocky Balboa: This is what I'm talkin' about? You know Tommy? Duke. Duke, he's, he's like a vampire Tommy. He's living off of your blood Tommy.
Tommy Gunn: [Agravatingly interrupting] I ain't you and you ain't Mick. When are you gonna relize that this is a buissness? In a buisness you need...
Rocky Balboa: [Interrupting] What? Brains? you say that I don't have any brains Tommy?
Tommy Gunn: No. you said that, not me. Look, Rock. You took me as far as you could, but Duke gave my title shot, you didn't. If you still want to train me do it, but if you don't, don't. But it's my or it's the highway.
Tommy Gunn: [Drives off]
Rocky Balboa Jr.: You remember how you were telling me all about deceptions and to watch out for them?
Rocky Balboa Jr.: You're the one that should have watched out.