Sylvester Stallone, Talia Shire, Burt Young, Carl Weathers and Burgess Meredith return for the big rematch!

After the monumental New Year’s fight against the reigning Heavyweight World Champion, Apollo Creed, Rocky settles into life outside the boxing ring. He and Adrian marry, and with his earnings from the fight, he buys a home and spends lavishly on a fancy car, expensive watches and clothes. He’s become something of a local hero and has caught the attention of advertisers. He now intends to make his living on endorsements. But the first time he’s hired to appear in a TV commercial, he is unable to remember his lines and, having only an eighth-grade education, he has difficulty reading the cue cards. The director has no patience with him, and soon Rocky is dropped.

Though he was not declared the official winner of the brutal bout with Apollo, he is lauded as the only opponent to have gone the distance with the champ. But it would not be wise for Rocky to continue to pursue a boxing career, as the injury to his eye sustained in the now famous fight, was serious enough to render permanent damage with future pounding. With his lack of education, Rocky has few choices, and now Adrian is pregnant, and money is tight. Rocky refuses to go back to work for mobster, Gazzo, and in fact, Rocky gets Paulie, Adrian’s brother, his old “collections” job. Instead, Rocky goes to work in the meat packing company where Paulie used to work. Adrian continues to work at the pet shop, and the two are barely getting by. Things are so shaky that Rocky has to give his beloved car to Paulie to make the insurance payments.

Meanwhile, the results of the big fight are gnawing at Apollo. Even though he retained the title, it was a split decision. Rocky could easily have taken the win. It doesn’t help that he’s getting hostile mail from fans, and their lack of loyalty and support is eating away at him. Only one thing will give him power again: a rematch.

Rocky understands the consequences of another fight with Apollo, and Adrian is dead set against it. Every chance he gets, Apollo appears on TV, taunting Rocky. When he is let go from his job at the meat packing company, Rocky takes a menial job at the gym, and hitting a low point, he finally relents, and agrees to a Thanksgiving rematch. Concerned for his health, Adrian does not support his decision. At first, Mickey refuses to train him, but hearing Apollo’s relentless onslaught of insults, he takes on the job, but something is holding Rocky back. After a near tragic event, Adrian finally comes around, and Rocky begins to train in earnest for the fight that will either bring him glory and security for his family, or ruin him forever.