<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 can not 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> 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 can not 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>
who won the last fight between rocky and apollo
who won the last fight between rocky and apollo
Rocky
Rocky