After beating Apollo Creed and become World Heavyweight Champion, Rocky Balboa (Sylvester Stallone) is enjoying his boxing and top lifestyle, being everyone's idol. After 10 successful title defenses under his name and even a charity fight draw with World Wrestling Champion, Thunderlips (Hulk Hogan), Rocky believes he has nothing more to prove and is ready to retire. But boxing brawler Clubber Lang (Mr. T) becomes the No. 1 contender and demands a match with Rocky for the Title. Rocky has too much pride to reject Lang, and trains with Manager Micky for his bout with Lang. But before the match, Rocky and Clubber get into a bust-up backstage and Micky is badly hurt. Rocky goes into his fight very worried about Micky who is being treated by a doctor as Rocky fights without a manager in his corner. Lang brutally beats Rocky, and after the fight, a battered Rocky falls into depression after the death of Manager Micky and does not have the confidence to challenge Lang to a re-match. But Former Champion Apollo Creed is the only man able to persuade Rocky to offer a rematch, and after Lang accepts the challenge, Creed trains Rocky. Rocky must now try to forget about his last brutal bout with Clubber, and try to regain the title and the confidence of everyone, and also try to get back the "eye of the tiger". Can Balboa win his Title and dignity back?...