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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.

Things don’t seem to change much in Wabasha County: Max and John are still fighting after 35 years, Grandpa still drinks, smokes, and chases women , and nobody’s been able to catch the fabled “Catfish Hunter”, a gigantic catfish that actually smiles at fishermen who try to snare it. Six months ago John married the new girl in town (Ariel), and people begin to suspect that Max might be missing something similar in his life. The only joy Max claims is left in his life is fishing, but that might change with the new owner of the bait shop.

John and Max are elderly men living next door to each other. They’re continuously arguing and insulting each other, and have been this way for over 50 years. One day, Ariel, moves into the street. Both men are attracted to her, and their rivalry steps up a gear.