Stopping by Mickey's closed gym, the forlorn Rocky encounters his former rival, Apollo Creed, who witnessed the match as a guest analyst. Creed offers to help train Rocky for a rematch against Lang in exchange for a future favor which Rocky accepts. Apollo then takes Rocky to the gym where he once trained, Tough Gym in Los Angeles. Apollo is infuriated with Rocky's lack of effort; being demoralized by a combination of Mickey's loss and nightmares of Clubber's knockout. However, Rocky regains his focus after Adrian helps him come to terms with Mickey's death. Apollo and his manager, Tony "Duke" Evers infuse Rocky's undisciplined brawling style with more of Apollo's trademark footwork, skill and speed.