Greatest Movie Series
Franchises of All Time
"Rocky" Films

Rocky V (1990)

Rocky Films

Rocky (1976) | Rocky II (1979) | Rocky III (1982) | Rocky IV (1985)
Rocky V (1990) | Rocky Balboa (2006) | Creed (2015)

"Rocky" Films - Part 5
Rocky V (1990)
d. John G. Avildsen, 104 minutes

Film Plot Summary

Rocky V opened, under the credits, with the Balboa-Drago fight in Moscow on Christmas Day, 1985, from the previous film, with freeze-frame and action stills (reverting to B/W) of some of the punches and close-ups of various cast members, ending with his victory over the Soviet fighter in the 15th round. Showering in the locker room (nude from a profile or side view), Rocky (Sylvester Stallone) was praised by trainer Tony "Duke" Evers (Tony Burton) for winning and for avenging Apollo's death. Rocky shouted out to "Duke" to summon his wife Adrian (Talia Shire), and was seen trembling and his hands were physically shaking - Rocky wondered if he "broke something inside." He was traumatized, in discomfort, tired, frightened and worried: "I can't stop my hands from shaking." He begged her: "I just want to go home, Mick" - distressing Adrian further when he referred to her by the name of his deceased former trainer.

Rocky, Adrian, brother-in-law Paulie (Burt Young), and Tony flew home from Moscow to the US (on a Soviet Aeroflot plane), where he was greeted on the tarmac by US flags and a band playing "Gonna Fly Now," and his young son Robert/Rocky Jr. (Sage Stallone). At a press reception in an airplane hangar, corrupt boxing promoter George Washington Duke (Richard Gant) (a parody of real-life boxing promoter Don King) unexpectedly took the stage and podium microphone and asked Rocky (with his arm around him) to consider fighting the next number one contender: "I'd like to ask you, Rocky Balboa, to be the flamboyant, rambunctious sportsman we know you can be, and give this man here, Union Cane [real-life boxer Micheal Williams], a chance to challenge you for the Heavyweight Championship of the World." Cane bluntly stated: "Balboa, I want the opportunity to take what you got." Duke then offered Rocky "the largest guarantee ever offered to a champion" -- the international bout was to be held in Tokyo and billed as "Lettin' It Go in Tokyo!" Adrian took the microphone and insisted on Rocky's retirement: "He has nothing more to prove." Rocky was uncertain about the prospect, and was hesitant when asked by reporters: "Gotta think about that" - he deflected any further questions.

When the Balboa family returned by limousine to their Philadelphia mansion, Rocky was relieved to be back and suggested to Adrian: "Well, maybe I'll take you upstairs and violate you like a parking meter." She accepted: "Cost you a quarter." Soon, they discovered that before they had left for Russia, Paulie had unknowingly and mistakenly signed blanket 'power of attorney' rights over to the Balboa family's crooked accountant, believing that he had only signed a tax extension. Adrian confronted Paulie: "You cost us everything...You just gave up our life," while Paulie rationalized: "I did what I thought was right. Don't blame me for nothing." Adrian informed Rocky: "It's gone...The money...Everything, it's all gone." Rocky was told that the accountant had invested and lost Rocky's fortune on bad business deals - he was involved in "some very high-priced commercial real estate. He thought he could flip it quick, take his profit, have your money back before you knew it was gone...his deals fell through because the market dried up, and you lost millions." Eight criminal acts were filed by Rocky's lawyer against the accountant, and furthermore, he hadn't paid Rocky's tax returns for six years, and Rocky's mortgage hadn't been paid for months ("there's nearly $400,000 still outstanding"). The only thing not encumbered by the IRS was Micky's gymnasium willed to Rocky's son in 1982.

Rocky had lost everything and was on the verge of bankruptcy. His lawyer forced Rocky to immediately reconsider and agree to fighting a few more matches: "You call Duke. You tell him I'll fight Cane. I don't care. Anywhere. Anytime...We can't go down like this. A few more fights and we're outta trouble...Did we come this far to lose it?" Adrian insisted that Rocky see a doctor, but all he wanted was a promoter: "I got problems, I gotta fight" - and wanted to ignore his physical limitations. When he visited a doctor, he soon discovered that he had suffered irreparable brain damage: "Because of the continuous violent blows to the head, you've developed a condition particular to boxers called Cavum septum pellucidum (CSP) , which is a hole in the membrane separating the ventricles. The brain surface neurons in this area have also been traumatized." Rocky responded with frustration, feeling that he had to fight and not retire, although he would be risking further severe brain damage, and he would not be able to get licensed in any state to fight. His condition would be held in strictest confidence, however. Adrian begged for Rocky not to gamble with his life, because of her love for him: "Rocky, I don't care about the money. It's you. That's all that matters. Please, we'll be okay." Sports news articles reported that Rocky officially retired (and gave up his championship title), and other news declared that Rocky had declared bankruptcy, sued his former accountant, and his estate was to be auctioned off (including his mansion, cars, belongings and mementos). He reassured his son, who was troubled by the sudden change in his life: "We've been down before. I'll get it all back. We just gotta stick together."

Finding some of his old belongings in their attic, Rocky began wearing his old leather jacket and porkpie hat (from the first two films), and he walked to visit his old working-class neighborhood in South Philadelphia, including Andy's Bar, where patrons asked: "How did he blow it all?" He also strolled over to Mighty Mick's Gym, now run-down and dilapidated, where he remembered in flashback (B/W), how he had been trained and managed by Mickey Goldmill (Burgess Meredith) for his fight against Apollo Creed. He had a conversation with Mickey in which he was encouraged and offered strength: "Well, if you wasn't here, I probably wouldn't be alive today. The fact that you're here and doin' as well as you're doin' gives me - what do you call it? - Motivisation? Huh? To stay alive. 'Cause I think that people die sometimes when they don't wanna live no more." Mickey continued by describing his steadfast loyalty for Rocky: "Little by little, we lose our friends, we lose everything. We keep losin' and losin' till we say, 'You know, what the hell am I livin' around here for? I got not reason to go on.' But, with you kid, boy, I got a reason to go on. And I'm gonna stay alive. And I will watch you make good...And I'll never leave you until that happens 'cause when I leave you, you'll not only know how to fight, you'll be able to take care of yourself outside the ring too. Is that okay?" As a gift, Mickey gave Rocky his golden glove necklace, originally given to him by Rocky Marciano (formerly a cuff link), to be "like an angel on your shoulder." As the scene concluded, Rocky closed his eyes, with tears running down his cheek.

A crowd gathered as Rocky and family moved into their old neighborhood (suffering from "urban blight") in a poorer section of Philadelphia. Duke phoned Adrian and proposed a way out: "Let me handle your husband's career, and the money will pour in. You can start living like human beings again," but she hung up on him. Rocky spoke to his non street-smart son about how there would be a drastic change in his lifestyle and the kids he would be interacting with, as he walked him to the school - where Rocky went as a kid. It would undoubtedly be rougher, although Rocky, Jr. thought: "If you went here, I can go here." Rocky complimented his boy: "Every day, you learn something new, and every day, I forget something," and promised that they would stick together as the "home team."

Young, up-and-coming Oklahoma-bred fighter Tommy "Machine" Gunn (real-life boxer Tommy Morrison) introduced himself to Rocky, and asked for Rocky to train him. They were interrupted by pushy promoter Duke, pulling up in a limousine with his assistant Merlin Sheets (Michael Sheehan), who again offered to manage Rocky's career if he would come out of retirement: "It's a hell of a payday...You do have marquee value. You put butts in the buckets, asses in the seats." Rocky was offered free tickets to see Union Cane's title fight on the 14th. Duke added: "People love comebacks," and spoke about how Rocky's rise would be "a long-shot comeback of a down-on-his-luck pure Snow White underdog. Now like your Mark Twain once said, 'Virtue has never been as respectable as money.'...Simply put, you're the Great White Hope." They temptingly offered to get Rocky licensed to fight internationally if he would fight Cane, and Rocky was almost convinced: "We could use one more payday." When Adrian appeared from the nearby pet store across the street, Duke repeated his offer of a "last golden opportunity to dump this loser image." Adrian truly knew what would happen if Rocky boxed again - the promoter would make money, and Rocky would be disabled or become an invalid. She told Rocky: "They don't care about you," although Duke kept pushing: "Sell it while there's still buyers. They ain't gonna last forever." Adrian shouted back: "He's done fighting." Duke ended by insulting Rocky: "You are a damn fool! Maybe we ought to sign Mrs. Balboa to fight Cane, huh? Looks like she's the one with the 'cajones' in the family."

Adrian was working part-time in the pet store, to help make ends meet, although Rocky objected: "Why do you wanna go back to the same place you started from?" He asked her, rhetorically: "Did we ever leave this place?" At his school, Rocky, Jr. was forced to endure kids calling his ex-champ father a "punk" and threatening to beat him up. However, he was befriended by a sympathetic classmate named Jewel (Elisebeth Peters). Rocky passed the time by training boxers at Mickey's gym, while Paulie sold Rocky souvenirs for small change. One of the new fighters that Rocky watched spar in the ring was Tommy Gunn, who was more of a "street brawler" in the style of Rocky's early days. Reluctantly, Rocky agreed to manage and train the young fighter Gunn, who idolized Rocky and begged to be taught by his hero: "'Cause I knew that if anybody could make me a winner, it was you...All I'm asking for is a chance. Just one shot." The friendship grew after Rocky invited Tommy over to his home for dinner, and then offered to have the fighter sleep in their basement - ultimately supplanting his attention to his son with interest in teaching the brash new contender. When Rocky mentioned that Tommy was on the "home team," Rocky Jr. began to show signs of betrayal and withdrawal.

To ensure success as Tommy's manager, Rocky asked for Father Carmine's (Paul Micale) blessing on their close partnership. One of Tommy's first professional fights resembled Rocky's fight at the start of the original film Rocky (1976), with a long pull-back shot from a large mural of Jesus above the ring. During the fight, Rocky referred to himself as an angel sitting on Tommy's shoulder to protect him from harm and to help inspire him to set aside fear and win. Tommy slowly worked himself up in the ranks by several knock-outs as Rocky's "pupil" and "wonder boy," and although Rocky, Jr. attempted to learn self-defense boxing with the help of Paulie, he was mostly ignored by his father. A montage, to the tune of "Go For It! (Heart and Fire!)," showed Tommy Gunn's rapid ascent in the boxing world with many knock-outs, not unnoticed by Duke (and his own son), and Tommy was soon wearing the famous red, white and blue boxing trunks first worn by Apollo Creed in his fight with Rocky in the first film. In a running race to the top of the Philadelphia Art Museum steps and the base of the Rocky statue, Tommy swiftly beat Rocky. At school, Rocky, Jr. defended himself and fought against tormenting bully Chickie (Kevin Connolly) who had been stealing his money, and he retrieved his stolen jacket, but his proud achievement was mostly neglected by his father in favor of attending to Tommy. (Soon, Rocky's son was acting out, wearing a dangling earring, and uninterested in his family. He denied that Rocky loved him: "What you want is you and Tommy to be tight...You don't have no time for nobody, so I got no time for you...You said I would be number one to you. You said that and you lied!")

The rising heavyweight star was displayed on the front cover of Ring Magazine, and tauted as 'Balboa's Discovery,' as Rocky increasingly became involved and obsessed by his fighter's continued success and undefeated streak, and the two were known as the "Dynamic Duo." Behind the scenes, Duke was hatching a plot to manipulate Rocky to return to boxing. Meanwhile, the KO boxing magazine's cover story was "ROCKY'S GUNN AIMS AT CANE," as the arrogant powerhouse fighter was showcased in more expensive venues, such as Madison Square Garden, Trump Plaza, and Caesar's Palace. Tommy was become more anxious and frustrated by some reports that called him Rocky's robot (shadow, or puppet), and he resented the fact that Rocky was always compared to him, and impatient that he wasn't moving up to a championship title bout against Cane fast enough. It didn't help that Duke was luring Tommy with offers of keys to a sports car convertible, fame and companionship with gorgeous, busty Karen (Delia Sheppard): "To the victor goes the spoils...Having the best, wearing the best. But to keep it up, you gotta stay on top." Paulie attempted to warn an oblivious Rocky about how Tommy was becoming ungrateful and shifting allegiances: "Your ship is sunk, Rocko." There was "no formal contract" but only a handshake agreement between Balboa and Tommy, and Duke scared Tommy into believing that he would be "watching the parade go by." The brainwashing promoter promised a bigger payday by having Tommy fight top contenders, such as his own contracted Union Cane, and then gave Tommy $20,000 in advance: "Time to put some hustle behind this muscle."

On Christmas Eve, Duke - with his entourage, and Tommy in tow (with redhead Karen) arrived bearing gifts in front of Rocky's house, and then proposed a title shot: "No problems, no friction, only harmony." After Duke left, Tommy (with a 22-0 record) announced to Rocky, after showing him his new sports car, that he wanted to make "serious money" - and that he had "sold out" (in Rocky's words) to Duke -- "I'm signing papers with the man tomorrow." Rocky held onto the car door, pleading and trying to convince Tommy otherwise as he slowly drove off: "You sign them papers, you're like his property. You got no control. This is a dirty business. It's full of thieves and gangsters." Rocky predicted the young fighter would be sucked dry, and eventually abandoned, and that's what he had tried to protect him from: "They leave them in the gutter broke. That's the way this business is run." Rocky also accused Duke of being a "vampire - he's living off your blood," but Tommy wouldn't listen: "It's my way or the highway" - and he sped off. As he watched the car disappear, Rocky's head suddenly pounded with a nightmarish flashback of his brutal fight with Drago.

Adrian came outside to comfort Rocky and to tell him to let Tommy go ("It's not worth it"), but Rocky was intensely frustrated by the whole situation. She reminded him that "you can't live backwards. Come on, you can't turn back the clocks. We live now, we live here." He screamed that he didn't want to return to his own neighborhood to be regarded as a dumb punk. When Tommy was winning in the ring, Rocky explained how he felt that he had restored meaning and respect to his life by living vicariously through Tommy's victories ("When he was winning, I was winning"). Adrian reasoned with him and expressed her respect for Rocky, but she also knew that Tommy never had Rocky's innate spirit or heart, and that Rocky was blinded to the fact that he was losing his son and family: "I know when somebody like Tommy comes along, you feel alive, but he's not you, he doesn't have your heart! All those fighters you beat, you beat 'em with heart, not muscle! That's what Mickey knew. That's why you and Mickey were special. But Mickey's dead! If there's something you wanna pass on, pass it on to your son! For God's sakes, your son is lost! He needs you! I know Tommy makes you feel great. He makes you feel like you're winning again, but you're losing us! Rocky, you're losing your family!" Stunned by the truth, Rocky apologized, embraced Adrian and realized that he must find Rocky, Jr. to reconcile with him. On a nearby street corner, Rocky apologized to his son about his mistakes, and offered: "I would love to hang out with you, kid. Just you and me." They agreed to be a "home team" again.

In his basement, ex-trainer Rocky watched the heavyweight title bout between Union Cane and Tommy Gunn on television. The announcer referred to the challenger as "The Clone Ranger" due to his Rocky-like style of fighting. Tommy destroyed his opponent in the first round to win the heavyweight championship - when the knockout was occurring, Rocky was simultaneously punching a suspended heavy punching bag in the room. After the "sensational upset victory," Tommy was booed by the crowd, while Rocky's name was chanted instead. Paulie noted that Tommy wasn't a real champion, but only "a crumb-bum dirtbag," and Rocky felt betrayed when Tommy thanked the 'angel on his shoulder' - George Washington Duke! Adrian also told Rocky: "I told you you could give him everything but you. You can't give him your heart."

In a post-fight press conference, reporters criticized Tommy's win as too easy and that it was essentially only a sparring session, not a real fight: "Everybody knows that Cane is just a paper champion...Cane's title was manufactured. He never won it from Balboa...You gotta fight some real opponents...Tommy Gunn beat a second-rate fighter with so much glass in his jaw, he ought to be a chandelier." They asserted that the public wouldn't accept Tommy's victory as real unless he fought against the true champ Rocky. Opportunistic Duke told Tommy that he had to prove himself to the press as more than a "cheap carbon copy or a second-rate contender" by challenging Rocky: "There's a way for you to get the respect you deserve, but what you've got to do is challenge Balboa to fighting, man to man." Duke kept insisting that Balboa had to be humiliated and insulted, and goaded into fighting, and to expedite the challenge, he drove Tommy to Andy's bar in Rocky's local neighborhood to encourage the fight.

Rocky was urged to come outside, where Tommy delivered his ultimatum: "I'm challenging you to a fight - anytime, anyplace, anywhere...Now, you accept the challenge or you're yellow." When Rocky initially declined the no-class offer and went back inside the bar, Tommy followed and kept pressing him. Rocky pointed out that Duke used Tommy as bait, and was only in it for the money: "He wants to get you and me in the ring...To make the money, right. He don't care about you, Tommy. He don't care about me, neither." As Rocky walked away, Paulie called Tommy "a piece of garbage," and stuck up for Rocky who "spit blood" for him and put him "ahead of his own family." He also called Tommy's handlers "rat bums," declared that Rocko was "the real champ," and called Gunn "a goddamn joke." After Tommy punched and knocked Paulie down to the bar floor, Rocky was incensed and asked: "Why don't you try knocking me down now?" Although Duke announced: "No, no, in the ring. Tommy Gunn only fights in the ring!", Tommy accepted Rocky's challenge of an immediate bare-knuckle street fight when Rocky proposed: "My ring's outside."

When everyone moved outdoors, Tommy protested against Duke's advice to not fight there: "You don't own me. Nobody does," and the fight began (filmed by a live video crew). After only about three punches, Rocky decked Tommy, and frustratingly asserted that they could have been close to each other: "You and me were supposed to be like this, Tommy. You blew it!" As Rocky walked away, Tommy struck him from behind, and unleashed a powerful set of punches, and they rolled onto the street. As Rocky was beaten down, his head exploded in pain, and he imagined (in slow-motion) his fight against Drago, and then he heard the voice of his manager/training mentor Mickey, urging: "Now get up. One more round," "I didn't hear no bell!", and "Get up, you son of a bitch. Mickey loves you" - Rocky struggled to his feet, asking for "one more round," and Tommy accepted his request, threatening: "I'm gonna put you through the street." Using his street-smart fighting skills and executing a series of body blows and other punches, Rocky was cheered on by his whole neighborhood, including Adrian and Rocky, Jr. (alerted to the fight on live TV). He eventually knocked Tommy out by blasting him into the headlights of a parked bus.

After the fight ended, Duke (spouting "Only in America!") congratulated Rocky: "You outclassed the bum." When Duke cautioned: "Touch me and I'll sue," Rocky briefly paused but then reconsidered and punched the duplicitous promoter in the stomach, and caused him to fly into the air onto a nearby car hood. The crowd cheered as the near-broke Rocky quipped back: "Sue me for what?" As he was carried away victorious, Rocky was even blessed by Father Carmine.

In the film's epilogue, after Rocky and his son raced up the steps of the Philadelphia Art Museum to the statue, he reminisced: "This is where it all started for me, kid." He presented his boy with the Rocky Marciano golden glove necklace, originally given to him by Mickey: "You deserve it. Thank you for being born." They both proceeded toward the museum's entrance to admire the "valuable pictures" in the building, as Rocky, Jr told his father: "Well, you're never too old to learn something new. You're gonna love Picasso." Rocky replied as he put his arm around his son: "Yeah? Oh, yeah, well, I love almost everybody." The film ended with a view of Philadelphia from behind Rocky's statue. During the closing credits, B/W stills from all five of the Rocky films were shown, to the tune of Elton John's The Measure Of A Man.

Film Notables (Awards, Facts, etc.)

With a production budget of $50 million, and box-office gross receipts of $41 million (domestic) and $120 million (worldwide).

This was the only PG-13 rated film of all the Rocky films.

An often-commented upon discrepancy: in Rocky IV (1985), Rocky's son was about nine years old, yet in this film, set directly after the events of the previous film, the boy magically became about 12 or 13 years old.

The director of the original Rocky (1976) film, Oscar-winning Best Director John Avildsen, returned after three Sylvester Stallone directorships, to helm this fourth sequel.

With seven Razzie Awards nominations (but no wins): Worst Actor (Stallone), Worst Actress (Shire), Worst Director (Avildsen), Worst Original Song (Alan Menken, "The Measure of a Man"), Worst Picture, Worst Screenplay (Stallone), and Worst Supporting Actor (Burt Young).

Rocky Balboa
(Sylvester Stallone)

(Talia Shire)

Rocky Balboa, Jr.
(Sage Stallone)

(Burt Young)

Mickey Goldmill
(Burgess Meredith)

George Washington Duke
(Richard Gant)

Merlin Sheets
(Michael Sheehan)

Union Cane
(Micheal Williams)

Tommy "Machine" Gunn
(Tommy Morrison)

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