"[After being beaten half to death by Sugar Ray Robinson, Jake is still standing.] Hey, Ray, I never went down, man! You never got me down, Ray! You hear me, you never got me down."

"I take the dive. What more do they want?...They want me to go down too? Well, I ain't goin' down, no, not for nobody."

"I'm gonna win. There's no way I'm goin' down. I don't go down for nobody."

"Who's an animal? Your mother's an animal, ya son of a bitch."

"[to Vickie] You ever think of anyone else when we're in bed?...You know, like when we made love?"

"[to Vickie] You know how beautiful you are? Anybody ever tell you how beautiful? Yeah, tell you all the time."

"Friends. They're in a huddle. Big business meeting. By the pool, they sit around and talk. Big deals. They make sure she can hear. Big Man. Get the fuck outta here. Big shot. Get 'em all in a back room, smack 'em around, no more big shot, without his gun. They're tough guys. They're all tough guys....Big Shot."

"Anybody can lose one fight, anybody can lose once, you'll come back from this you'll be champion of the world."

"Benito Martinez - Billie's manager"

"Michael Peña - Omar"

"Riki Lindhome - Mardell Fitzgerald"

"Margo Martindale - Earline Fitzgerald"

"Anthony Mackie - Shawrelle Berry"

"Brian F. O'Byrne - Father Horvak"

"Lucia Rijker - Billie "The Blue Bear""

"Mike Colter - "Big" Willie Little"

"Jay Baruchel - Danger Barch"

"Morgan Freeman - Eddie Dupris"

"Clint Eastwood - Frankie Dunn"

"Hilary Swank - Maggie Fitzgerald"

"Girlie, tough ain't enough."

"I want you to jab, right in the tits, until they turn blue and fall off."

"I'm 32, Mr. Dunn, and I'm here celebrating the fact that I spent another year scraping dishes and waitressing which is what I've been doing since 13, and according to you I'll be 37 before I can even throw a decent punch, which I have to admit, after working on this speed bag for a month may be the God's simple truth. Other truth is, my brother's in prison, my sister cheats on welfare by pretending one of her babies is still alive, my daddy's dead, and my momma weighs 312lbs. If I was thinking straight I'd go back home, find a used trailer, buy a deep fryer and some Oreos. Problem is, this the only thing I ever felt good doing. If I'm too old for this then I got nothing. That enough truth to suit you?"

"I saw your last fight Shawrelle. You spent so much face time on the canvas, you thought the canvas had titties."

"Frankie likes to say that boxing is an unnatural act, that everything in boxing is backwards: sometimes the best way to deliver a punch is to step back... But step back too far and you ain't fighting at all."

"All fighters are pig-headed some way or another: some part of them always thinks they know better than you about something. Truth is: even if they're wrong, even if that one thing is going to be the ruin of them, if you can beat that last bad out of them... they ain't fighters at all."

"To make a fighter you gotta strip them down to bare wood: you can't just tell 'em to forget everything you know , you gotta make 'em forget even their bones... make 'em so tired they only listen to you, only hear your voice, only do what you say and nothing else... show 'em how to keep their balance and take it away from the other guy... how to generate momentum off their right toe and how to flex your knees when you fire a jab... how to fight backing up so that the other guy doesn't want to come after you. Then you gotta show 'em all over again. Over and over and over... till they think they're born that way."

"If there's magic in boxing, it's the magic of fighting battles beyond endurance, beyond cracked ribs, ruptured kidneys and detached retinas. It's the magic of risking everything for a dream that nobody sees but you."

"Thayer David - George Jergens"

"Burgess Meredith - Mickey Goldmill"

"Carl Weathers - Apollo Creed"

"Burt Young - Paulie Pennino"

"Talia Shire - Adrian Pennino"

"Sylvester Stallone - Rocky Balboa"

"I just want to say hi to my girlfriend, OK? Yo, Adrian! It's me, Rocky."

"Joe Spinell - Tony Gazzo"

"Talia Shire as Adrian Balboa"

"Burt Young as Paulie Pennino"

"Carl Weathers - Apollo Creed"

"Burgess Meredith - Mickey Goldmill"

"Tony Burton - Tony "Duke" Evers"

"Ian Fried as Rocky Balboa, Jr."

"Mr. T - Clubber Lang"

"You ain't so bad, you ain't so bad, you ain't nothin'. C'mon, champ, hit me in the face! My mother hits harder than that!"

"Hulk Hogan - Thunderlips"

"Nothing is real if you don't believe in who you are!"

"The legend continues...The Italian Stallion is back!!"

"His life is happy, his fights have seemed easy. Now a young upstart is going to make him prove just how far he can still go..."

"A Fighter. A Lover. A Legend. The Greatest Challenge."

"The Excitement... The Power... The Man..."