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Adrian: Can I talk to you? I want to ask you something important and I want you to tell me the truth. Rocky: What? Adrian: Why did you come here? Rocky: I just don't want it no more. Adrian: If it's over because you want it to be over, I'm glad. Rocky: I do. Adrian: It's just, you've never quit anything since I've known you. Rocky: I don't know what you want me to say. I mean, what happened? How did everything that was so good get so bad? Adrian: What's so bad? Tell me, what? Rocky: I wrecked everything by not thinking for myself. I mean, why couldn't Mickey tell me where I was really at right from the start? He didn't have to carry me and lie to me and make me think I was better than I really was when I wasn't. Adrian: He never lied. Rocky: Those fights weren't right. They weren't, Adrian. I never fought anybody who was in their prime. There was always some angle to hold on to the title longer than I should have had it. I mean do you understand what I'm saying here? Adrian: I understand, but you've got to understand that he loved you and that was his job--protecting you! Rocky: Look, but that protecting don't help nothing. It only makes things worse. You wake up after a few years thinking you're a winner, but you're not. You're really a loser. So we wouldn't have had the title as long. So what?! At least it would've been real Adrian. Adrian: It was real! Rocky: Nothing is real if you don't believe in who you are! I don't believe in myself no more don't you understand? When a fighter don't believe, that's it! He's finished, it's over, that's it. Adrian: THAT'S NOT IT!! Rocky: That is it! Adrian: Why don't you tell me the truth?! Rocky: What are you putting me through, Adrian?! You wanna know the truth? The truth is I don't want to lose what I've got. In the beginning I didn't care about what happened to me. I'd go in the ring, I'd get busted up, I didn't care! But now there's you, there's the kid. I don't want to lose what I've got! Adrian: What do we have that can't be replaced? WHAT?! A house, we've got cars, we've got MONEY! We got everything but the truth. WHAT'S THE TRUTH, DAMN IT?! Rocky: I'M AFRAID! ALL RIGHT?! YOU WANT TO HEAR ME SAY IT? You want to break me down? All right, I'm afraid. For the first time in my life, I'm afraid. Adrian: I'm afraid too. There's nothing wrong with being afraid. Rocky: There is. For me, there is. Adrian: Why? You're human aren't you? Rocky: Look, I don't know what I am. All I know is I'm a liar, and because of that Mickey ain't here no more. Adrian: You didn't push him into anything! He was a grown man and he did what he had to do! And you have no right to feel guilty for what happened. You don't! You were a champion, and you did what you were expected to do, and you did what I and everybody else thought you should do. And you wanna tell me that those fights weren't real, that you were carried? Well I don't believe it! But it doesn't matter what I believe because you're the one that's got to carry that fear around inside you, afraid that everybody's going to take things away and afraid that you're going to be remembered as a coward, that you're not a man anymore. Well, none of it's true! But it doesn't matter if I tell you. It doesn't matter, because you're the one that's gotta settle it. Get rid of it! Because when all the smoke has cleared and everyone's through chanting your name, it's just going to be us. And you can't live like this. We can't live like this. Cause it's going to bother you for the rest of your life. Look what it's doing to you now. Apollo thinks you can do it, so do I. But you gotta want to do it for the right reasons. Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you. Just you. Just you alone. Rocky: And if I lose? Adrian: Then you lose. But at least you lose with no excuses, no fear. And I know you can live with that. Rocky: How did you get so tough? Adrian: I live with a fighter. Rocky: I really love you. [they kiss, and Rocky holds her close] I love you.

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