Rocky Balboa (Stallone) has finally beaten Apollo Creed (Weathers), and feels that he has nothing left to achieve. He plans to retire. Boxing brawler Clubber Lang (Mr. T) becomes the Number 1 Contender, and wants his match with Balboa. Rocky is reluctant at first, but finally agrees to take on Clubber Lang. But things go from bad to worse, where Rocky's manager Micky (Meredith) unfortunately dies. Rocky must now train with his former opponent, Creed. Rocky now not just fighting for the title, but also for the confidence of everyone and especially of all, for Micky.