- Inside the gym, Rocky chats with Mickey, who tells him Apollo Creed is looking for sparring partners.
- The two get into a shouting match in the middle of the gym floor.
- Mickey says Rocky is wasting his life working for a two-bit loan shark, when he could have been a boxing champion. Ouch. That's a body blow.
- Rocky goes to meet George Jergens, who's a fight promoter.
- He tells Rocky he isn't looking for a sparring partner for Creed: he's looking for an opponent.
- Rocky is speechless at first.
- Then he says no. No!
- Rocky says it wouldn't be a good fight.
- Jergens says this is the chance of a lifetime. Will Rocky do it? (Rocky will do it.)