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[after losing the title to Clubber, Rocky sees a dying Mickey] Rocky: Mick? Mickey: [gasps for air] What? Is it over? Rocky: Yeah, yeah it's all over. Mickey: Hey, what happened? Rocky: It was a knockout. Mickey: What round? What round? Rocky: Second round. Mickey: [thinking Rocky had won] I knew it. That's good. We did it, huh? Rocky: We did it. We did it. You don't have to worry about nothing no more. Everything's going to be okay Mick. Mickey: Yeah we did it. Rocky: You gotta get to the hospital, Mick. You're not as young as you used to be. Mickey: You're the winner. We did everything right. I did everything right. Rocky: No, no, listen to me. You done everything right. Listen, we got more to do. Mick, whatever you want to do, we'll do it. Okay? Mickey: I love you, kid. I love you. [gasps harder] Your instinct... [stops breathing] Rocky: Mick? MICK! [sobs] M...Mick? It isn't...Speak to me! [breaks down]

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