<P> Both fighters are beaten, bloodied, and bruised by the end of the bout--Balboa with severe eye damage and Creed with internal bleeding . Creed gains a controversial split decision victory, and neither fighter wants a rematch, at least at that moment . </P> <P> In the second film, Creed immediately demands a rematch in the hospital ER after the fight . In fact, he challenges Rocky to finish the fight right there . Creed's desire for a rematch with Balboa intensifies when it becomes clear that the prevailing public opinion is that Creed had been paid to intentionally carry Rocky for the 15 - round distance instead of knocking him out early in the fight . Eager to change minds and ignoring the pleas of his staff, Creed challenges Balboa to a second fight on Thanksgiving Day, 1976 . He uses various humiliation tactics to coax Balboa out of retirement . Rocky had married his girlfriend Adrian after getting out of the hospital from the first fight . Creed insists at the press conference that he would "drop him like a bad habit" and tells Rocky when he leaves, "Come November, you're mine!" In a press interview during training, he also insists that Rocky "cannot last five minutes in the ring with a superior athlete like me!" Creed plows through sparring partners and trains harder than ever before, with the intention of punishing Balboa for the embarrassment eleven months earlier . Mickey trains Rocky to become faster by chasing and catching a chicken . </P> <P> Unlike their first fight, Creed dominates Balboa throughout the second fight, thwarting Rocky's strategy of fighting right - handed . Despite this, he is unable to make good on his promise of an early knockout victory, as Rocky absorbs his punches . By the final round, Creed is well ahead on points; however, he also endures a substantial beating in later rounds, when it becomes apparent he cannot knock Balboa out, and Balboa begins landing his own punches on the tiring Creed . Not wanting a repeat of the first fight (and ignoring the pleas of his trainers), he vows to knock Balboa out rather than taking the safer route by winning on points . At the beginning of the 15th round, he tells Rocky, "You're going down", to which Rocky replies, "No way". After going toe - to - toe for much of the final round, Creed is knocked down by a left from Balboa, with Balboa falling down in exhaustion as well . Rocky gets up by the count of 9, but Creed is unable to pull himself up and is counted out, losing the match and the championship by knockout, his first professional loss . </P> <P> Apollo retires from boxing soon after . Even though he has lost, he gains his respect from the crowd back since it feels that he fought and lost in a fair fight . The fight also results in Creed finally acknowledging Balboa's ability as a fighter, rather than seeing him as a fluke . </P>

Who won the last fight between rocky and apollo