Now the world champion, Rocky Balboa is living in luxury and only fighting opponents who pose no threat to him in the ring, until Clubber Lang challenges him to a bout. After taking a pounding from Lang, the humbled champ turns to former bitter rival Apollo Creed for a rematch with Lang.

• United Artists
• Chartoff-Winkler Productions
• Sylvester Stallone
• Talia Shire
• Burt Young
• Carl Weathers
• Mr. T
• Burgess Meredith
• Tony Burton
• Hulk Hogan