lasts three full rounds without a clear winner. In order to win by decision, the player must accumulate a certain point total by punching the opponent. Some bouts cannot be won in this manner and will automatically result in a loss for the player if the opponent is not knocked out. Mac can only get up three times during any one bout; if he is knocked down a fourth time, he will be unable to rise and thus lose by knockout. When Mac loses his first bout to a ranked opponent, he will have a chance to fight a rematch. However, if he loses a Title Bout, he will fall in the rankings – one place for the Minor or Major Circuits, two places for the World Circuit. Losing a rematch causes him to fall one place (unless he is already at the bottom of his circuit), forcing him to fight his way back up. A third loss, or a loss in the Dream Fight, ends the game. Characters Little Mac faces a total of 14 opponents: three in the Minor Circuit, four in the Major Circuit, six in the World Circuit, and Mike Tyson or Mr. Dream. All character sprites except King Hippo are reused for two characters each, with changes made to colors, head, or special moves. Mario has a cameo as the referee. Three opponents from the Minor and Major Circuits reappear in the World Circuit, with new attacks that force the player to devise a new strategy. Development Punch-Out!! was developed by Nintendo Research & Development No. 3. Genyo Takeda (the producer of the Punch-Out!! arcade games), was the director of the NES game. Because the NES is not as powerful as the arcade hardware, they could not recreate the arcade graphics. Instead of making the playable boxer wire-framed or transparent in order to see the opponent, they made the playable boxer smaller and named him Little Mac, a 17-year-old boxer weighing about 107 pounds. The behavior of each opposing boxer follows a set pattern requiring trial and error and memorization to defeat them. Music The theme song for Punch Out!! is "Look Sharp-Be Sharp", composed by Mahlon Merrick. It originated with the radio and TV program Gillette Cavalcade of Sports (1942–1960). The opening theme of some characters used classical and folk themes: Von Kaiser, Great Tiger and Super Macho Man used Ride of the Valkyries