Back in the Balboa dressing room, Tony Duke, Rocky’s trainer, is packing away their luggage, stuffing a pair of boxing gloves into a suitcase. In the next room, Rocky stands under the steam of the hot showers, panting heavily, his face beaten to a blood-red.

"Yo, Tony – get Adrian," he calls to Duke.

Adrian enters the shower area with some trepidation and finds Rocky sitting on a bench, wringing his hands. Worried, she kneels at his side and listens. "You know how Mickey said he fought so hard sometimes he thought maybe he broke something inside? Adrian, I can’t stop my hands from shaking." Visibly alarmed, Adrian takes his trembling hands into hers cradles him, telling him that they must see a doctor immediately. Rocky insists that he’s fine and just wants to get back home to America.

The Balboa entourage steps off the Russian jet onto U.S. soil and Rocky immediately begins looking for his son, Rocky Jr. The boy rushes from the immense crowd gathered on the tarmac and into his parents’ arms while a marching band trumpets the "Rocky Theme" and waves dozens of flags.

On the airport grounds amidst a series of banners reading "Welcome Home, Champ", the group attends a large press conference wherein the reporters urgently ask whether rumors of physical complications caused by the Drago match are accurate. Adrian uncharacteristically speaks up and tells the press that the reports of her husband’s trauma are untrue.

George Washington Duke, a wealthy and eccentric fight promoter steps from the crowd and makes his way towards the dais, all the while proposing a match in Tokyo between Rocky and a contender for the title, Union Cane. Adrian grabs the microphone again and announces that her husband is officially retired while the champ himself attempts to regale the reporters with stories of his Russian experience, all the while not seeming to hear their cries for an agreement to the Union Cane bout.

Finally back at home again, Rocky and Adrian waltz into their palatial mansion while Paulie and Rocky Jr. unload their limousine. The boy asks his uncle, "You notice something strange about Dad?" Paulie explains away Rocky’s unusual behavior by describing the beating he’d taken at the Russian’s hands.

After a warm father/son chat, Rocky bids his son goodnight and walks downstairs only to overhear a major argument going on between his wife and brother-in-law.

"It was a mistake!" Paulie shouts at Adrian.

"You gave up our life!"

A clearly distressed Paulie argues that he did what he thought was right by signing a document giving a blanket power of attorney to the Balboas’ shifty accountant who had intended to invest all of their money in real estate, but instead his deals fell though – losing absolutely everything.

Rocky’s attorney discovers that the only real asset still in his control is Mickey’s Gym, which was willed to Rocky Jr. The lawyer recommends that Balboa engage in just a few more fights to regain his financial status. Rocky storms out of his office, ready to spar, followed by Adrian who pleads with him not to consider fighting again and insists that he see a doctor. "Will you do it for me?" she asks. "Alright. For you."

On a computer screen, diagrams and x-rays of Rocky’s skull are displayed. He has, the doctor explains, suffered brain damage and has developed a condition particular to boxers, the effects of which are irreversible. He still maintains his determination to fight again to earn back some of his lost money, but is told that with such a medical condition it would be impossible for him to get licensed to box in any state. Adrian comforts her husband saying, "I don’t care about the money. It’s you that matters."

Newspaper and magazine headlines flash by with headlines reading "Rocky Retires" and "Rocky’s Bankrupt" and back at the Balboa residence, the prestigious Christie’s is conducting an auction of their entire estate as a dejected Rocky Jr. looks on.

Upstairs in the attic, Rocky sifts through a trunk and uncovers some of his old things – his felt hat, leather jacket and gloves. When Adrian enters the room, she finds Rocky dressed in his former attire, amazed that everything still fits. Through a corny magic trick, Rocky produces Adrian’s old eyeglasses and she slips them on with a quiet laugh. "I remember when you took ‘em off," she says, kissing him.

A depressed Rocky heads for Mickey’s Gym which is now only a ghostly memory of what it once was. Strewn about the dust-laden floor is a pair of old gloves, a heavy bag and litter. In the corner stands the ring where Rocky and Mickey once trained.

Slipping on a well-worn glove, Rocky reminisces. "Slip da jab! Slip da jab!" echoes Mickey’s gravelly voice. In Rocky’s memory we see him standing in that very ring with his trainer, who, in this heartfelt moment tells him that Rocky is the reason he’s able to go on with life, that he gives his life a true meaning. From around his neck, Mickey slips a golden necklace, fitted with a tiny golden boxing glove. "Dis," he says, "is da favorite ting I have on this earth." He presents Rocky with his treasured piece, explaining that it was given to him by the great Rocky Marciano. It is to always be a reminder of Mickey, that it should be like an angel on Rocky’s shoulder and that when he’s been knocked down, that angel will whisper in his ear: "Get up, you son of a bitch, cause Mickey loves you." The two embrace and back in the real world, a teary eyed Rocky leaves the gym.

The next day, the Balboa clan moves back into their old neighborhood and takes up residence in Paulie’s former house where George Washington Duke continues to pester the family about his proposed fight, telephoning the home at all hours of the night.

In the morning, Rocky and Paulie walk Jr. through the graffiti-ridden streets to his new school, attempting to teach him street smarts – how to avoid scams and deceptions. The studious boy sticks out like a sore thumb in his rough new surroundings and is soon taken advantage of by the local bullies after school.

On their walk back to Mickey’s gym, which they’ve now re-opened for business, Rocky and Paulie encounter a ruffian carrying a duffel bag. The young man introduces himself as Tommy Gunn, a fighter himself. Tommy begs Rocky, his idol, for a chance to show him what he’s got. Before Rocky can even respond, a limousine screeches to a halt and out steps George Washington Duke who rudely dismisses Tommy and sends him packing. Guiding Rocky towards the limo, Duke and his men explain that "people love comebacks" and continue to persuade the champ to fight again.

Adrian, seeing this encounter through the windows of the pet shop where she’s taken back her old job, rushes outside to the aid of her man. She argues with Duke, telling him that if he fights again, Rocky will likely be severely disabled and announces with finality that he is absolutely through with boxing. Duke departs with a laugh, leaving Rocky still pumped up and ready for action. "Maybe Mrs. Balboa should fight Cane," he snarls.

Tommy Gunn decides to try to get an audience with Rocky again by trying out at the gym. Rocky and Paulie watch the fighter as he spars with another man, suddenly throwing a series of mean punches culminating in a relentless pummeling. Rocky, noticing this street-fighting style, dismisses Tommy and his pleas for help with management and training.

Days later, Rocky and Paulie meet up with Tommy Gunn yet again. This time, he gets his message through to the champ and he agrees to be Tommy’s manager. When he learns that the boy has no family and all his worldly possessions are stowed away in his duffel bag, Rocky asks him home to dinner.

Around the kitchen table, the family expresses their concern over Rocky Jr.’s black eye and Tommy begins to relate something of his own family history – that as a child, his father beat him, thus setting him off in this life of prizefighting. When Rocky Jr. excitedly asks to learn a thing or two about self-protection, Adrian says that she is determined that her son learn to use his mind to solve his problems, not his muscles.

Rocky offers Tommy their basement as a place to stay for a while, and as the two descend into the cellar and the light is turned on, Rocky is amazed to see that his son has transformed the dingy room into a small Rocky Balboa museum where all of his memorabilia has been lovingly put on display. So excited is Rocky by the idea of being Tommy Gunn’s manager that he pays little attention to Jr.’s proud moment.

Rocky and Tommy begin on a training regimen similar to what Rocky did to train for his first bout with Apollo Creed. In a musical montage, Tommy boxes at the chapel (where Rocky fought Spider Rico so many years before) as Rocky Jr. works out in the gym with uncle Paulie. As we see Tommy "The Machine" Gunn rise in the ranks (wearing Apollo’s red-white-and-blue trunks), Jr. is toughening up and is now able to take care of himself, finally holding his own against the school ruffians. George Washington Duke begins taking ringside seats at Tommy’s latest matches and cunningly seduces him into a friendship that will culminate in a managing contract.

At Christmastime, Rocky shows Adrian a small box containing his prized golden glove necklace. She balks when Rocky tells her his plans to give it to his protégé as a Christmas present. Just then, Paulie stumbles downstairs in a rag-tag Santa Claus outfit with a sack of gifts for his nephew and the boy’s school friends who all find this family charade hysterical. Jr. is mortified and in a rage, goes down into the basement where he berates his father, telling him of the jealousy he feels towards Tommy Gunn who has in effect, taken Rocky away from the family, leaving them neglected.

Duke pulls up outside the Balboa house with Tommy in tow, who has now been brainwashed into thinking that Rocky hasn’t been managing him correctly and that his rise to the top has been hindered by the champ’s stupidity. Rocky clings to the side of Tommy’s car as he speeds away, desperately begging the boy not to sell out to Duke.

Adrian finds Rocky alone in the darkened street watching Tommy’s car disappear into the night, his head pounding with flashbacks of Drago, his vision disturbed. Furious, he screams his frustrations at Adrian, telling her that his life had meaning again when he was able to live vicariously through Tommy’s success. She reasons with him, telling him that Tommy never had his heart and spirit – that it was something he could never learn. "Pass it on to your son," she says, "He needs you! Rocky, you’re losing your family." When this realization hits him, an emotional Rocky embraces his wife and they begin to pick up the pieces.

After having found Rocky Jr. hanging out on a street corner with other kids, Rocky apologizes and the two mend their broken relationship and head for home. On television is the title fight between Tommy Gunn and Union Cane, the fight Tommy had been waiting for all his life. Rocky feels every punch and is truly proud of Gunn when he thrashes Cane against the ropes, ultimately winning the Heavyweight Championship. When the new champ has his chance to comment after the fight he says, "I’d like to thank the man who made this happen . . . the man who’s been like an angel on my shoulder . . . Mr. George Washington Duke." Everyone, including the ringside audience and the Balboas at home, is shocked at this total omission of thanks to Rocky. Rocky himself seems rather stunned and decides to go out for a drink with Paulie to recoup.

During Tommy’s reign as champ we learn that Duke has been playing dirty, promoting fixed fights. The public hates Tommy and the press derides him. Duke reasons that the only way to save face would be for Gunn to actually fight Rocky – and win.

Rushing down to Rocky’s neighborhood, Tommy Gunn’s entourage find him still at the bar with Paulie. Gunn shouts a challenge to Balboa as the press corps, armed with video cameras, looks on. Tommy stalks inside the bar saying he’ll fight Rocky "anytime, anyplace, anywhere!" When Paulie insults the punk, telling him what he really thinks of him, Gunn punches him in the mouth, knocking him to the floor. Rocky rushes to his friend’s side, then looks up at Tommy with a stony face.

"You knocked him down – why don’t you try knockin’ me down?"

Duke pipes up: "In the ring! Tommy Gunn only fights in the ring!"

"My ring’s outside," Rocky snarls.

Everyone files outside the bar into the damp streets and as the street fight begins, Rocky slams the younger man into a collection of trashcans and walks away. Tommy jumps back up, grabbing Rocky and proceeding to beat him until Rocky is able to knock him down again. This pattern continues as the television cameras capture the events live on the air. Rocky Jr., watching TV, calls out to his mother, telling her that dad is fighting on television. In disbelief, Adrian and Jr. rush out of the house and down the street.

Rocky is taking a brutal beating and is out for the count, lying on the street, his head bleeding badly. His head pounds again with visions of his last official fight, with visions of Mickey’s burial. It is then that he hears his old friend’s voice telling him to go one last round. It echoes: "Get up, you son of a bitch, cause Mickey loves you."

As the rousing theme trumpets, Rocky rises from the streets and standing, tells Tommy he’s ready to go one more round. With his son cheering him from the sidelines and the crowd chanting his name, an empowered Rocky cuts Tommy down to size, and in the end, slams the boy into the grill of a city bus.

Turning, Rocky comes face to face with George Washington Duke who warns, "Touch me and I’ll sue." Pausing for a moment, Rocky then spins and with a jolt sends the promoter flying into the air, crash landing on his own limousine. "Sue me for what?" he says.

Now, surrounded by Rocky Jr., Adrian and the cheering crowd, Rocky has finally regained both his pride and his family.

The next morning, Rocky and his son sprint up the steps of the Philadelphia Museum of Art, finishing at the feet of the bronze Rocky Statue. In another of his corny tricks, Rocky pulls his golden necklace from behind the boy’s ear, presenting it to him as a gift.

Thrilled, Rocky Jr. tells his father that they’ll be late for the exhibition about to begin inside the art museum. "I’ve been running up and down these steps for twenty years and I never knew there was valuable art behind these doors . . . "