Lang and Rocky meet at Philadelphia's Spectrum. Pandemonium erupts backstage, as Mickey is violently shoved by Lang, causing Mickey to suffer a heart attack. Distraught, Rocky wants to call the match off, but Mickey urges him on while he receives medical care in the dressing room. By the time of the match, Rocky is both enraged and severely distracted by his mentor's condition. The match begins with Rocky pounding Lang with several huge blows looking for an early knockout, but he cannot put Lang down due to his own lack of conditioning. Lang quickly recovers and takes charge, dominating Rocky and knocking him out with a haymaker left hook in the second round, winning the world heavyweight championship. After the match, Rocky tells a dying Mickey that the match ended in a second round knockout without saying who the victor was. Mickey expires right after he says "I love ya, kid". Rocky, lapsing into severe depression, mourns over Mickey's death.