But it ain't how hard you hit; it's about how hard you can

                              get hit, and keep moving forward.

 Rocky Balboa picks up in present-day Philadelphia, where Rocky, a local celebrity, is living in a row house in Kensington. His wife Adrian has died (2002), and Rocky has retired to become the owner of a small but successful Italian restaurant, Adrian's. He charms his patrons with stories of his past. Rocky visits his late wife's grave site regularly, and embarks on a yearly tour of Philadelphia landmarks that held importance to him and Adrian, including his old apartment and the pet shop where Adrian worked. His brother-in-law Paulie joins him on this tour, but does so at great personal pain because, in his opinion, he did not treat Adrian well during her life. Rocky counters this claim by reminding Paulie that Adrian loved him as well.

Rocky's son, Robert , is the opposite of Rocky - a buttoned-down, corporate-minded businessman who is trying to carve out his own place in a very different world. Rocky's relationship with Robert is strained because Robert has always had to live under the shadow of his famous father; he even believes that the only reason he was hired for his latest job was because of his last name. But it is through the course of the movie that we see the relationship mend itself through Rocky's admonishment to his son that his life is his own and he must be willing to take the chances necessary for an opportunity to succeed.

During the tour of Rocky's life with Adrian, Rocky reunites with "Little" Marie, who was last seen in the original film. Marie works as a bartender, and has a son, Stephenson. Rocky's friendship with Marie blossoms and gives him the strength and confidence he needs to succeed in what is to come. He also develops a close relationship with Marie's son, Steps. Steps is a youth growing up with no father figure in his life, as his father left Marie when he was younger, and hangs out on the streets of Philadelphia late at night. Rocky, seeing a youth who's heading for a life of trouble, takes the youth under his wing. Rocky offers Steps a chance to work with him on weekends and the friendship blossoms.

ESPN broadcasts a show titled "Then and Now", which portrays a computer simulation of a fight between Rocky in his prime and the current heavyweight champion, Mason Dixon. In the Balboa-Dixon simulation, Balboa is predicted to have won KO13, a fact that riles the champion. Dixon's promoters L.C. Luco and Lou DiBella try to sell Dixon on the idea of a fight with Balboa as a way to endear him to the public. It would be a win-win charity fight, where Dixon could not only endear the public as a humanitarian, but also please fight fans who would be able to see that Dixon would easily defeat the aging icon that is Rocky Balboa.

Rocky is battling his own demons, and he feels that if he got back into boxing on a small level, he might be able to exorcise those demons. His application for a license is initially denied, however, until he pleads his case before the Pennsylvania State Athletic Commission. His license is eventually granted. Dixon's promoters approach Rocky at his restaurant to pitch the fight with Dixon. Ultimately, Rocky accepts the fight, as it is pitched as a charity exhibition match. Rocky returns to his old trainer, "Duke" Evers, who tells Rocky that, since his body is much too old and beginning to deteriorate, he cannot train for speed. Instead, Rocky must train to build power.

The turning point in the relationship between Rocky and his son occurs one evening when Robert arrives at Adrian's to speak with his father. Once they step outside Robert makes every effort to discourage him from fighting, claiming that it's hard enough to live under his father's shadow, this recent publicity will make it even worse. His son even goes so far as to ask whether or not his father cares about him. Rocky is noticeably saddened. He says he remembers when Robert could fit in the palm of his hand and as he grew up he knew that his son could do anything. He goes on to say that at some point his son lost his way, and started blaming other things and people for his own misfortune.

The actual bout is a back-and-forth affair. Dixon dominates for the first round and the first half of the second round, but midway through the second round, he injures his hand on a mis-timed punch to Rocky's left hip. This allows Rocky to move in and pummel Dixon for the remainder of the round, even knocking him down. Rocky out-performs Dixon due to his injured hand for the next three rounds. In the tenth round, it appears Dixon now has a measure of respect for Rocky. At first it appears that Dixon will outlast the tired Balboa, with Dixon out-performing Balboa. A hard hook sends Rocky to a knee, where he has a flashback to a moment he had with his son only a few weeks prior. He remembers the lesson of perseverance that he gave to Robert along with memories of Adrian, and in this, Rocky finds the strength to continue. He fights back against Dixon for the remainder of the round; the fighters end up trading punches in the center of the ring, with Balboa landing the last few hits of the fight.

Rocky loses the fight in a split decision. However, he exits the arena as the decision is read - the outcome does not matter to him. It is the mere fact that he went the distance with a much younger and faster opponent that has helped Rocky to drive out the demons inside. The movie ends with Rocky speaking at Adrian's graveside; and says to her the famous line from Rocky II which he said to Adrian when winning the Boxing World Championship from Apollo Creed in their rematch, "Yo, Adrian, we did it."

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