After successfully grabbing the World Heavyweight Championship, Rocky Balboa (Sylvester Stallone) along with his wife, Adiran, (Talia Shire) move on up in the world. Rocky has 10 title defenses, but slowly starts losing his fighter's "edge" Mickey reveals to Rocky that he was carrying him with has-been fighters, when Rocky says he wants to fight an upcoming fighter, Clubber Lang (Mr.T) and that he won't win. The death of Mickey causes Rocky to start blaming himself for the death, and thinking that he is a fake. With Apollo Creed's (Carl Weathers) help, Rocky challanges Clubber to a re-match.