When Adrian attempts to comfort him, Rocky's frustrations finally boil over. As he watches Tommy's car speed off into the night, his head suddenly pounds with nightmarish flashbacks of his fight with Drago. When Rocky tries to convince his friend otherwise, an ungrateful Tommy drives off in a huff, leaving Rocky for good. Duke pulls up outside the Balboa house with Tommy in tow, who has now been brainwashed into thinking that Rocky doesn't have his best interests in mind. Over the next few years, Tommy's rapid rise through the ranks catches the eye of Duke, who uses the promise of a title shot and Tommy's own resentment at being compared to his trainer to lure him away from Rocky. He eventually falls in with the wrong crowd at school, and as a result he begins acting out at home. Meanwhile, the new friendship results in Rocky paying little attention to Robert, who becomes withdrawn and angry. Training the young fighter gives Rocky a sense of purpose, and he slowly helps Tommy fight his way up the ladder to become a top contender. After a few months, things start to look up for them when Rocky meets a hungry young fighter from Oklahoma named Tommy Gunn and takes him under his wing. Rocky begins training boxers at Mickey's gym, Adrian gets her old job back at the pet store across the street and Paulie goes back to working at the meat packing plant. Rocky is forced to vacate the championship (which Cane subsequently wins) and move back into his old working-class Philadelphia neighborhood, where he and the family must try to start their lives over again. However, years of fighting, especially the last one with Drago, have taken a toll on him and after a physical evaluation, it is determined that Rocky has suffered significant brain damage, and that he can no longer fight without further risking his health. Rocky immediately decides to take the fight against Cane to earn money. Now bankrupt, Rocky is forced to sell his house and auction all of his cars and belongings: the only thing Rocky does not lose is Mickey's gym, which Mickey had willed to Rocky's son (making it untouchable to the IRS). Rocky, Adrian, and Adrian's brother Paulie return to their lavish Philadelphia home to find out that Paulie had unknowingly signed 'power of attorney' over to Balboa's accountant, who had, in turn, squandered all of Rocky's money on bad business deals and fled the country with all of the Balboa estate money (it is also revealed the accountant had not paid Rocky's income taxes in six years).
With Adrian insisting on her husband's retirement, Rocky decides, at least for the time being, not to take the fight with Cane. Duke sees this as a great opportunity with both Rocky's managers Mickey Goldmill and Apollo Creed dead. At the following press conference, a crooked promoter named George Washington Duke (a parody of boxing promoter Don King) tries to goad Rocky into fighting the new #1 contender to his championship, Union Cane, in Tokyo. Rocky returns home from the Soviet Union and is greeted by his son, Robert. In addition to that, he keeps calling for "Mick", the name of his deceased former trainer. His hands are shaking, and he cannot make them stop due to the trauma, pain and fear caused by Drago. Tony praises Rocky for his victory, but Rocky, seen to be in some form of physical discomfort, asks Tony to summon his wife, Adrian.
When Tommy is brainwashed by promoter, who has been at Rocky's throat throughout the whole movie, Tommy betrays Rocky and Rocky realizes he may not have a choice but to fight. As Tommy becomes more successful, Rocky distances himself from his family and a huge resentment grows toward him from his son. Rocky starts training talented young fighter, Tommy Gunn, who is a huge fan of Rocky's. They sue the accountant and move back to Philly's ghetto. Unfortunately, they discover that Rocky has suffered irreversible brain damage that could be fatal if Rocky were to continue fighting. With Rocky's status, he would just need to win a couple of more fights to help with the money. To make matters worse, they discover they have years worth of unpaid property taxes. Rocky and Adrian discover that Paulie left power of attorney to Rocky's accountant who invested all of his money that went belly-up and lost it all. Having just defeated Moscow super-boxer, Ivan Drago, Rocky returns home.
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