Sylvester Stallone as Robert 'Rocky' Balboa

Talia Shire as Adrianna 'Adrian' Balboa

Burt Young as Paulie Pennino

Richard Gant as George Washington Duke

Tommy Morrison as Tommy 'Machine' Gunn

Sage Stallone as Robert 'Rocky' Balboa Jr.

Burgess Meredith as Mickey Goldmill

Tony Burton as Tony 'Duke' Evers

Jimmy Gambina as Jimmy

Delia Sheppard as Karen

Mike Girard Sheehan as Merlin Sheets

Michael Anthony Williams as Union Cane

Kevin Connolly as Chickie

Elisebeth Peters as Jewel

Hayes Swope as Chickie's Pal

Nicky Blair as Fight Promoter

Jodi Letizia as Marie

Christopher Avildsen as Druggy

Jonathan Avildsen as Druggy

Don Sherman as Andy

Stu Nahan as Fight Commentator

Al Bernstein as Fight Commentator

James Binns as James Binns (Rocky's Lawyer)

Meade Martin as Las Vegas Announcer

Michael Buffer as Fight Announcer (3rd Fight)

Albert J. Myles as Benson

Jane Marla Robbins as Gloria

Ben Geraci as Cab Driver

Clifford C. Coleman as Motorcycle Mechanic

Lou Fillipo as Referee

Frank Cappuccino as Referee

Lauren K. Woods as Conference Reporter

Robert Seltzer as Conference Reporter

Albert S. Meltzer as Conference Reporter

J.J. Clark as Conference Reporter

Stanley R. Hochman as Conference Reporter

Elmer Smith as Conference Reporter

Henry D. Tillman as Contender #1

Stan Ward as Contender #2

Brian Phelps as Reporter

Mark Thompson as Reporter

Paul Cain as Reporter

Kent H. Johnson as Reporter

Cindy Roberts as Reporter

Patrick Cronin as Dr. Rimlan

Helena Carroll as Woman Drinker

Tony Munafo as Drinker

Bob Vasquez as Drinker

Susan Persily as Drinker

Gary Compton as Drinker

John Cahill as Drinker

LeRoy Neiman as Fight Announcer

Michael Pataki as Nicoli Koloff

Jennifer Flavin Stallone as Delivery Girl

Tricia Flavin as Delivery Girl

Julie Flavin as Delivery Girl

Bob Giovane as Timmy

Carol A. Ready as Russian Woman

Katharine Margiotta as Woman in Dressing Room

Jeff Langton as Boxer

Joe Sabatino as Boxer

Danny Epper as Boxer

Del Weston as Boxer

Mel Scott-Thomas as Boxer

Billy D. Lucas as Boxer

Curtis Jackson as Boxer

Dale Jacoby as Boxer

Clay Hodges as Boxer

Richard C. Oprison as Boxer

Kevin Bucceroni as Boxer

John D'Martin as Boxer

Rodney Frazier as Boxer

Eric Hedgeman as Boxer

Kerry Judge as Boxer

Billy D. Saunders as Boxer

Lloyd Kaufman as Drinker

Paul Micale as Father Carmine

Richard Wright as Drinker