Mickey unexpectedly appears at Rocky's door that Friday evening [notice the #2 on the door from the outside, but it disappears in an inside view], calling his circumstances "freak luck" for his unusual opportunity to have "a shot at the title." He tries to convince a disinterested Rocky to let him be his manager, because of his experience extending back to 1923:

I'm here to warn ya, that ya gotta be very careful about this shot that you got at the title. Because, like the Bible sez, you ain't gonna get a second chance...Well, what ya need is a manager. A manager, listen to me. I know, because I've been in this racket for fifty years...I've seen it all, all of it. Ya know what I've done?...I have done it all...(He holds a bare lightbulb in front of his face) I've got twenty-one stitches over this left eye. I've got thirty-four stitches over this eye. Do ya know that I had my nose busted seventeen times?...(He glances at Rocky's poster of Rocky Marciano) Ya kinda remind me of the Rock, ya know that?...Ya move like him, ya got heart like he did.

Rocky refuses to listen - he can only remember how Mickey hadn't been there for him, and how he lost his locker at the gym. Mickey advises Rocky to lay off beer before a fight: "Don't drink that piss before a fight." Rocky shoots darts at the bathroom door [notice continuity problems with the positioning of the darts from one shot to the next] while Mick persists in describing how he didn't have a manager in his fighting days - and how he suffered: "I got all this knowledge, I got it up here now, I wanna give it to you...I wanna take care of ya, I wanna make sure that all this shit that happened to me doesn't happen to you...Ya can't buy what I'm gonna give ya." But Rocky rejects Mickey's offer of experience, and to become his manager, because he was ignored over the past ten years:

I needed your help about ten years ago, right? Ten years ago, ya never helped me none. You didn't care...I asked, but you never heard nothin'.

Mickey desperately and urgently begs Rocky, through the closed bathroom door, to be his mentor and live vicariously through the younger boxer: "I'm seventy-six years old..." and then leaves, broken and dejected. As he descends the stairs, he hears Rocky's yelling about how Mick hadn't visited for ten years because his house stinks, and how his life has been crap, and that he's going to get massacred in the ring by Creed: "What about my prime, Mick? At least you had a prime? I had no prime, I've had nothin'....And you wanna be ringside and see it, do ya? Ya wanna help me out?...Go on, fight the champ. Yeah, I'll fight 'im - (I'll get) my face kicked in." But then Rocky has a change of heart after venting his frustrations and anger. He runs down the street toward Mick, who has reached the end of the block. In a long camera shot, he places his arm around the trainer - they shake hands and are reconciled when Rocky accepts him as his manager.

Thanksgiving Weekend to New Years

Rocky's training program from Thanksgiving weekend to New Years, a five week period, begins in earnest under Mickey's fight training and management. With great difficulty, he awakens at 4 am on a sub-freezing morning in the city, prepares a drink of five raw eggs that he consumes in one gulp, and jogs in gray sweats through the deserted city streets. Out of shape, he ascends the steep set of steps to the Philadelphia Art Museum as the dawn light breaks, but a side ache and exhaustion slow him down. He hobbles bent over down the steps and looks out on the Philadelphia skyline. A little later that morning, he speaks to Paulie where he works in the slaughterhouse freezer. Rocky infuriated anger builds up after enduring Paulie's rude questions about Adrian, and more requests about working for Gazzo:

Paulie: What's the story? What's happenin'? Ya really like her?
Rocky: Sure, I like her.
Paulie: I don't see it. What's the attraction?
Rocky: I don't know. Fills gaps, I guess.
Paulie: What's 'gaps'?
Rocky: I dunno, gaps. She's got gaps, I got gaps. Together, we fill gaps. I dunno.
Paulie: You ballin' her?
Rocky: Hey! Hey, ya don't talk dirty about your sister.
Paulie: Ya screwin' my sister?
Rocky: Ya see. That's why I can't connect ya with Gazzo...because you got a big mouth...You just talk too much.

After seeing Paulie challenge him by hitting a swinging frozen carcass of beef, Rocky begins pounding a hanging slab of raw meat to take out his frustration. Paulie is respectfully impressed by Rocky's flying, bloodied fists, his intense concentration, and the barrage of punches at the bloody object:

You're breakin' the ribs. You do that to Apollo Creed, they'll put us in jail for murder.

Later in the day, Adrian helps a depleted and tired Rocky. He reminds her not to make amorous advances: "There's no foolin' around during trainin', you understand? I wanna stay strong." In the gym, Mickey advises Rocky to keep balanced and quit being so clumsy and sloppy in his jabs and movements. He ties a short length of string to Rocky's ankles and notes: "If you can move and you can hit without breakin' the string, ya got balance." And then he instructs Rocky to leave his female friend alone:

You lay off that pet shop dame. Women weaken legs.

When he arrives home, Adrian ("lookin' very sharp") in a red coat and white beret is sitting on his front stoop with a surprise present - Butkus with a red ribbon around his neck - "to keep you company when you run."

The next morning, Rocky runs with Butkus to the meat-packing plant. He stops short when he notices a WAUC-TV News van. Rocky is angered and upset because opportunist Paulie has unexpectedly called the TV crew for "exposure" and as a "favor" - to show off Rocky's boxing ability and his "unique training method" against slabs of hanging beef in the meat icebox. The reluctant heavyweight challenger is interviewed for a feature item in the evening news. The TV reporter asks him to demonstrate how he pounds slabs of raw meat with bloody fists:

TV reporter: Is this a common training method? I mean, do other fighters pound raw meat?
Rocky: No, I think I invented it.

The broadcast is witnessed by Creed's trainer Duke in his headquarters. He alerts an engrossed Creed, who is discussing financial figures and closed-circuit advertising and publicity with his public relations team, to the awesome, serious power of the challenger: "Looks like he means business."

That night as Adrian and Rocky watch a Christmas-related movie on TV (A Christmas Carol (1938)) (and holiday music plays), Paulie returns home drunk and overhears their talking about his pushiness to get involved in the fight ("I just don't know what he wants from me"). Paulie bitterly objects - "I don't want nothin' from you, this ain't no charity case," and then threatens "scum bum" Rocky (and Adrian) with a baseball bat for not being properly appreciative. During a tremendous argument, he orders them both out of the house:

Paulie: Get outta my house...You're no friend no more...Both of ya get out of my house...Now you're a big-shot fighter on the way up. You don't even throw a crumb to your friend Paulie. When I go and get your meat every morning, you forgot that, and then I even give you my sister too.
Adrian: Only a pig would say that!
Paulie: I'm a pig? A pig that seen you had the best. (He smashes a serving set on a side table)...I don't get married because of you. You can't live by yourself. I put you two together and you - don't you forget it. You owe me! You owe me.
Adrian: What do I owe you?
Paulie: You're supposed to be good to me.

Adrian claims that she properly cooks and keeps house, and she forcefully stands up to her self-pitying brother: "I don't owe you nothin'. And you made me feel like a loser. I'm not a loser." To further humiliate and insult Adrian, the foul-mouthed Paulie accuses her of being "busted - you're not a virgin...Ya let him in your pants." And he feels short-changed and sorry for himself because Rocky hasn't given him a break with Gazzo: "I can't haul meat no more." After retreating to her room, Adrian decides to leave Paulie and live with Rocky:

Adrian: You want a roommate?
Rocky: Absolutely.

In the gym the following day, Rocky furthers his training by sparring, and by listening to Mickey's boisterous claim that he waited fifty years to make him ready to fight the champ and win:

You'll be able to spit nails, kid. Like the guy says, you're gonna eat lightning and you're gonna crap thunder. You're gonna become a very dangerous person.

Paulie stops by the gym and asks Rocky's permission about advertising and working out "some angle to make some money off your name." Rocky agrees that if Paulie can think up some type of public relations tie-in to make money, he should go ahead: "If you can make money off my name, make it, OK?"