"You see, fear is a fighter's best friend. You know, but it ain't nothing to be ashamed of. See, fear keeps you sharp, it keeps you awake, you know, it makes you want to survive. You know what I mean? But the thing is, you gotta learn how to control it. All right? 'Cause fear is like this fire, all right? And it's burning deep inside. Now, if you control it, Tommy, it's gonna make you hot. But, you see, if this thing here, it controls you, it's gonna burn you and everything else around you up. That's right, you know?"

"Paul Micale - Father Carmine"

"Dolph Lundgren - Ivan Drago"

"Sylvester Stallone - Robert "Rocky" Balboa"

"When East Meets West, the Champion remains standing"

"Get ready for the next world war."

"[to Rocky after seeing Drago close to cracking under the strain] You got him hurt bad. Now he's worried. You cut him! You hurt him! You see? You see? He's not a machine. He's a man! You want it more than he does! No pain! [Duke repeats it three times, and Rocky echoes him each time] Take it to him!"

"[To Rocky before their fight] I must break you."

"[coldly interviewed about possibly having killed Apollo Creed during their fight] If he dies, he dies."

"We always have to be in the middle of the action 'cause we're the warriors. And without some challenge, without some damn war to fight then the warriors might as well be dead, Stallion. Now I'm asking you - as a friend - stand by my side this one last time."

"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."

"[remembers Creed at his funeral] There's a lot I could say about this man, but I don't know if it matters now. I guess what matters is what he stood for, what he lived for, and what he died for. You always did everything the way you wanted it. And I didn't understand that, but now I understand. I'll never forget you, Apollo. You're the best."

"[addresses Russian crowd after the fight, with Russian announcer as translator] I came here tonight, I didn't know what to expect. I seen a lot of people hate me and I didn't know what to feel about that so I guess I didn't like you much neither. During this fight, I've seen a lot of changing, the way you felt about me, and in the way I felt about you. In here, there were two guys killing each other, but I guess that's better than 20 million. I guess what I'm trying to say, is that if I can change, and you can change, everybody can change!"

"Carl Weathers - Apollo Creed"

"Rocky Krakoff - Rocky Jr."

"Michael Pataki - Nicolai Koloff"

"Tony Burton - Tony "Duke" Evers"

"Burt Young - Paulie Pennino"

"Brigitte Nielsen - Ludmilla Drago"

"Talia Shire - Adrian Balboa"

"Courage. Integrity. Faith. Victory."

"Burt Young - Paulie Pennino"

"Tony Burton - Tony "Duke" Evers"

"Milo Ventimiglia - Robert Balboa"

"Antonio Traver - Mason "The Line Dixon""

"Sylvester Stallone - Rocky Balboa"

"It ain't over 'til it's over."

"[confronted by his son over taking on Mason Dixon] Let me tell you something you already know. 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! Now if you know what you're worth, then go out and get what you're worth, but you gotta be willing to take the hits, and not pointing fingers saying you ain't where you wanna be because of him, or her, or anybody. Cowards do that and that ain't you. You're better than that! I'm always gonna love you, no matter what. No matter what happens. You're my son and you're my blood. You're the best thing in my life. But until you start believing in yourself, you ain't gonna have a life. Don't forget to visit your mother."

"[walking with reporters over his draft-evasion charges] I ain't draft dodging. I ain't burning no flag. I ain't running to Canada. I'm staying right here. You want to send me to jail? Fine, you go right ahead. I've been in jail for 400 years. I could be there for four or five more, but I ain't going no 10,000 miles to help murder and kill other poor people. If I want to die, I'll die right here, right now, fightin' you, if I want to die. You my enemy, not no Chinese, no Vietcong, no Japanese. You my opposer when I want freedom. You my opposer when I want justice. You my opposer when I want equality. Want me to go somewhere and fight for you? You won't even stand up for me right here in America, for my rights and my religious beliefs. You won't even stand up for my right here at home!"

"[reacting to potential fallout over his comments about the Vietcong] So what? So what? I ain't got to be what nobody else want me to be and I ain't afraid to be what I wanna be."

"Nona Gaye - Belinda/Khalilah Ali"

"Mykelti Williamson - Don King"

"Jon Voight - Howard Cosell"

"Jamie Foxx - Drew Bundini Brown"

"Will Smith - Cassius Marcellus Clay AKA Muhammad Ali"

"Don King: Muhammad Ali, the People's Champion, my black brother! I need you. I need your strength. I need you to find a way to get George to stay. Be Moses in reverse - do NOT let my people go. Keep them the fuck right here, in Egypt, if you pardon my Swahili."

"Belinda/Khalilah Ali: [talking about Don King's reputation] Don King talks black, lives white and thinks green."

"[Rumble in the Jungle, end of 7th Round, talking to himself towards George Foreman] Can't let you get that second wind which you don't even know is there for you. You want the title? Want to wear the heavyweight crown? Nose broke, jaw smashed, face busted in? You ready for that? Is that you? 'Cause you facing a man who will die before he lets you win."

"One thousand dollars to the man who brings me Howard Cosell's toupee, dead or alive."

"The story continues..."

"The Rematch Of The Century."