Beginning with the climactic bout between Balboa and heavyweight champion Apollo Creed (Carl Weathers) from the first film, the sequel picks up on the same night. After being taken to the hospital to recuperate, Apollo angrily challenges Rocky to a rematch. To the delight of girlfriend Adrian (Talia Shire), Rocky announces his retirement from the ring. That sure sounds like a good idea as repairing the challenger's right eye is of particular worry for the doctors.

Following his discharge, the Italian Stallion decides to pop the question to Adrian while strolling through the Philadelphia Zoo (a revisiting of the moment in Rocky where the two were the only patrons of a skating rink). The two are married and Rocky goes on a spree where he blows his fight earnings.

However, his plans to be a product pitchman are hampered by his being somewhat illiterate. Still, he does come to the realization that he's being made a mockery of by being presented as a punch drunkard. He does manage to be a bit wiser but there are bills to pay.

Elsewhere, Apollo Creed, feeling stung by poison pen fan letters, decides to mount a rematch with Balboa. The champ's camp feels he should set his sights on finding another challenger. Creed is determined to take on the Stallion and is prepared to do whatever it tales to get him galloping back into the squared circle.

With Rocky's hopes for capitalizing on his sudden fame fizzled and his limited education, he finds his prospects are few. Thanks to his brother-in-law Paulie (Burt Young), Rocky gets a job at a meat plant. To help out, Adrian goes back to work at the pet shop where she worked in the first film.

Rocky entertains the thought of getting back into fighting which doesn't exactly please his wife. His trainer Mickey (Burgess Meredith) seconds the notion and reins the Stallion to think otherwise. Upon seeing Creed bitterly denounce Balboa on television, an agitated Mickey prompts Rocky to accept a rematch.

While the first Rocky was not the most original concept for a motion picture but a recycling of old ideas, the public warmed to the fantasy of a nobody becoming a somebody; even if the package was bound by the laces from an old pair of sneakers. The Cinderella story substituted a pair if smelly sneakers for a glass slipper. Those sneakers are still just as old, they feel the same as does Rocky II.

Stallone does capture the fight in a way unlike the one in the previous film. It is done so in a more dramatic fashion. Well a bigger budget must offer some incentive to improve upon any element—at least he doesn’t sing the film’s theme song as he did for his directorial debut, Paradise Alley.

Rocky II goes the distance though we have taken this trip previously. Now might be time for Stallone to step out of the ring as fighters don’t exactly become better with age. Still the sweet smell of success, which didn’t happen with Stallone’s follow-up roles, is probably achieved by the sweet smell of sweat. No doubt the studio is pining for their great white hope which won’t be a requiem for a heavyweight.