Joe Spinell

Two dim-witted New York street peddlers, Jake Bateman (Michael O'Keefe) and Barney Bonar (Paul Rodriguez), have grown tired of the frozen cold. They head to a car place where drivers are hired to transport vehicles. When they are denied driving a Cadillac to Palm Beach, Florida, Jake flirts with the car place owner (Mary Joy) and threatens to eat her goldfish until she agrees, to which she does. Upon arriving in Palm Beach, the duo find themselves accidentally crashing a party held by a rich elderly couple who lost their dog, Ralph. Barney's attempt at befriending a Navy admiral and his wife doesn't go too well while Jake meets Olivia (Lucinda Jenney), an heiress who runs a local orphanage. When Jake and Barney leave to find the Cadillac had been towed, Olivia offers to take them in in exchange for help at the orphanage. Olivia and Jake begin to get a little close when she drops a bomb on Jake. She is to be married to someone her uncle approves. Her uncle will only accept those whom he considers "perfect gentlemen". If she cannot marry in 30 days, she will lose her orphanage to a real estate developer, Strobe, who just also happens to be Olivia's ex-boyfriend who can't seem to let her go. When Jake offers to marry Olivia, she is convinced that Jake is not going to be good enough for her uncle. Upset, Jake turns to Barney, who suggests they go to a charm school run by Henrietta Phelps (Carole Shelley), a well known expert in etiquette. Taking the back route to the school, Jake and Barney are joined by their new classmates whom make up of the nerdy Eddie Lipschitz (Eddie Deezen), aggressive police officer Marsha White (Marsha Warfield), neurotic Shelley (Elizabeth Arlen), Indian man Roy Rajmataj (Andy Bumatai), and Clorinda Antonucci (Karen A. Smythe), the pregnant wife of local Mafia boss Guido Antonucci (Joe Spinell). At first, things don't bode well for anyone in the group. One night, Jake and Barney sneak off to a local bar where they find Henrietta's husband Colonel Phelps (Denholm Elliott). The Colonel reveals he is part of a secret society similar to the Illuminati in terms of learning how to be a perfect gentleman. The duo splits their time between the couple, learning proper etiquette from Henrietta while the Colonel has the boys take mock photos with royal figures and government politicians to make themselves established in high society. Having finished both courses, Jake intends to win back Olivia. However, he must deal with the likes of Strobe (Stephen Davies) and his two right hand men, Whitey and Tipper (Taylor Negron and Greg Germann). To impress Olivia's uncle, Judge Sternhill (Dan O'Herlihy), Barney brings in his friends from the charm school to help Jake. For instance, Officer White gives Barney a machine gun to help Jake shoot skeet successfully with Barney actually pulling the trigger. When at a party, Jake manages to make Strobe look foolish, the Judge is disappointed with both men and suggests a game called "cross courts", the two get Eddie to join in. However, when Eddie unwittingly confesses to Whitey about charm school, the ruse is up and Olivia is forced to marry Strobe. At the wedding ceremony, Jake and Barney sneak in with the help of their charm school friends. Clorinda arrives as an invited a guest and has Jake and Barney be her bodyguard escorts. Officer White distracts the priest and "arrests" him. Roy disguises himself as the priest with Eddie posing as an altar boy. When Strobe unveils the bride, it is actually Barney in a wig and totally embarrassing Strobe. Jake and Olivia finally get Sternhill's approval and Strobe is arrested by Officer White. Jake and Olivia drive off while Barney meets two women coming out of the church. The finale scene sees Judge Sternhill finding Colonel Phelps and they both give off the secret sign that they were both members of the "secret society" that Jake and Barney had become the newest members of.

As New York City Police Detective Edward Delaney (Frank Sinatra) counts the days to his retirement, a psychotic serial killer commits random murders throughout the city with an unusual weapon. At the same time, Edward's wife, Barbara (Faye Dunaway), contracts a mysterious illness after her kidney operation that leaves her physician, Dr. Bernardi (George Coe), stumped. The seriousness of Barbara's illness could rob Edward of all he has to live for and shows his tender side as he frets over his younger wife. Every time the killer commits another murder, Barbara experiences a relapse and a thunderstorm inexplicably erupts. Although Captain Broughton (Anthony Zerbe), his superior, orders Edward off the case, he is obsessed after a coroner named Dr. Sanford Ferguson (James Whitmore) reveals the killer used an odd form of pickax. Edward teams up with Christopher Langley (Martin Gabel), a museum curator specializing in military weapons, who identifies the murder weapon as a mountain climber's ice ax. At a store specializing in mountain-climbing equipment, the owner supplies a list to Edward and Christopher of individuals that purchased the specific tool, narrowing their search. Monica Gilbert (Brenda Vaccaro), the wife of one murder victim, helps the men eliminate suspects until they home in on an individual who lived in all the neighborhoods, where the murders occurred. Edward goes to a large high-rise apartment building complex where he bribes Charles Lipsky (Joe Spinell), the doorman at the high rise block, to gain entry to a posh apartment owned by Daniel Blank (David Dukes), a publishing executive, who is revealed to be the killer. A confrontation occurs in which Edward finds the ice ax and faces the killer. Blank admits to Edward to being the serial killer, but refuses to be taken into custody and tells Edward to follow legal procedure. When Blank phones the police to report that Edward has broken into his apartment without a search warrant and is threatening him, Edward shoots Blank dead, eliminating the killer for good.... but also destroying his career. Edward escapes prosecution for entering a person's residence without a warrant and killing an unarmed suspect, but is prematurely dismissed from the police force and his pension is revoked. Never the less, Edward returns to the hospital to be at his wife's bedside before she quietly passes away.

On New Year's Day in 1976, world heavyweight boxing champion Apollo Creed (Carl Weathers) has successfully defended his title in a split decision against challenger Rocky Balboa (Sylvester Stallone). He and Rocky are taken to the same hospital. Because of the close outcome of the fight the general public believes that Apollo did not necessarily win. Despite their mutual agreement not to seek a rematch, Apollo challenges Rocky again, but Rocky declines and retires from professional boxing. His girlfriend, Adrian (Talia Shire), supports his choice, as do his doctors, who reveal that he will require surgery for a detached retina, a condition that could lead to permanent blindness. In a private moment, Rocky goes to see a recuperating Apollo, and wants a truthful response to his question of whether Apollo gave his all in the fight; Creed confirms that he did. After Rocky is released from the hospital, he enjoys the benefits of his life's changes: Rocky's new fame attracts an agent who sees Rocky as a potential endorsement and sponsorship goldmine, and his sudden wealth encourages him to propose to Adrian. She happily accepts, and they marry in a small ceremony. Soon after, Adrian reveals that she is pregnant. Meanwhile, fueled by hate mail claiming he fixed the fight in order to protect his reign as champ, Apollo becomes obsessed with the idea that a rematch is the only way to prove that Rocky's performance was simply a fluke. Determined to rectify his boxing career's only blemish, Apollo ignores all pleas by his friends and family to forget about the fight, and instead demands his team do whatever necessary to goad Rocky out of retirement. Rocky, at first, seems unaffected by Apollo's smear campaign, but his inexperience with money causes him to run into financial problems. Tony Gazzo (Joe Spinell), a loan shark and Rocky's former employer gets him to invest his fight money of $37K and endorsements into condominiums. He buys a new apartment, a Thunderbird, expensive coats and fancy dresses & watches for Adrian as he starts doing ads and so on. The ads don't go too well as Rocky cant read his lines properly. After several unsuccessful attempts to find employment (he cant get an office job as he is not educated. He only gets offers for manual labor and starts hauling beef for one of Paulie's (Adrian's brother) friends.. Buy even that doesn't last long as the factory has cut backs). Rocky sells his watch and car to Paulie. Rocky visits Mickey Goldmill (Burgess Meredith), his trainer and manager (a former bantamweight fighter from the 1920s and the owner of the local boxing gym), at his gym to talk about the possibility of fighting again. Mickey declines out of concern for Rocky's health (he cant see any jab coming at his face from the right side), but he soon accepts after Apollo publicly insults Rocky. Adrian confronts Rocky about the danger of returning to boxing and reminds him of the risk to his eyesight. Rocky argues that he knows nothing else, so this is the only way he can provide for them. Adrian, furious at Rocky for breaking his promise, refuses to support him. Rocky and Mickey begin training, but Rocky is unfocused due to Adrian's disapproval. Mickey tells Rocky to start training right handed as that would protect his eye and would throw Apollo off-balance in his game. Mickey has Rocky catching chickens to gain some speed and agility into his legs. he ties his left hand to force Rocky to train with his right one. Adrian's brother, Paulie (Burt Young), confronts his sister about not supporting her husband, but she faints during the confrontation and is rushed to the hospital, where she goes into labor. Despite being premature, the baby is healthy, but Adrian falls into a coma. Rocky blames himself for what happened, refusing to leave Adrian's bedside until she wakes up, and will not go to see his new baby until the baby can be together with his mother. When Adrian comes out of her coma, she finds Rocky by her bedside, and the couple are shown their new baby, a boy, which they name Robert "Rocky Jr." (Seargeoh Stallone) Adrian gives her blessing to the rematch, and Rocky quickly gets into shape for the fight. Rocky trains with the whole of Philedelphia. he works outs in the docks, parks, catches the chicken, the railway tracks, markets.. the whole crowd runs behind him.. as he climbs the stairs to the Philly square.. On Thanksgiving, the night of the match, Apollo makes a public goal of beating Rocky in no more than two rounds to prove the first match going the distance was a fluke. Rocky (202 pounds), fighting right-handed to protect his eye instead of his natural southpaw, is knocked down twice by Creed (220 pounds) in the first 2 rounds (but he manages to get back up and stays in the fight) and outclassed for much of the fight. Going into the fifteenth and final round, Creed is well ahead on points and only needs to stay away from Balboa to win the fight by decision. However, Creed, not wanting the fight to end like it did the first time, ignores his trainer's (Tony "Duke" Evers (Tony Burton)) pleas to stay back and attempts to beat Rocky by knockout. In the final round, Rocky switches back to his natural stance, and in dramatic fashion, unleashes a series of counter punches on Creed, turning the tide. Both men, exhausted, trade punches until they knock each other down. As both men struggle to regain their feet, Rocky is able to will himself up at the count of 9 while Apollo collapses from exhaustion, giving Rocky the win by knockout, making him the new heavyweight champion. Rocky then gives an impassioned speech to the crowd and holds the belt over his head with a message for his wife, who is watching the fight on TV: "Yo, Adrian, I did it!"

In 1946, in the Hell's Kitchen neighborhood of New York City, after panhandling and pretending to be blind, Cosmo Carboni (Sylvester Stallone) is picked up in a truck by his younger brother, Victor (Lee Canalito), an ice deliveryman. On the way to visit their older brother, Lenny (Armand Assante), an injured World War II veteran who works as an embalmer, Cosmo stops to flirt with Annie O'Sherlock (Anne Archer) and arranges to see her later at the dance hall where she works as a dime-a-dance girl. That night, when Sticky (Jeff Wald), the dance hall proprietor, chides her for being rude to a customer, Annie retorts that she is getting over a broken heart. Meanwhile, at a bar, Cosmo complains to his brothers that the Carbonis should be more successful. When the bar owner, gangster Stitch Mahon (Kevin Conway), and his crew come in, Cosmo notices they carry a monkey that belonged to a recently-deceased neighborhood street performer. Cosmo is certain he can make money with the animal and, despite Lenny's disapproval, arranges an arm wrestling match between his brother Victor and Franky the Thumper (Terry Funk), Stitch's henchman. Cosmo bets $100 against Stitch's monkey that Victor will win the match. When it looks like Franky will best Victor, Lenny whispers words of encouragement in his brother's ear and Victor wins the monkey for Cosmo. Afterwards, Victor and his girlfriend discuss their dream of getting a houseboat in New Jersey, though Victor believes he will not have enough money saved for several years. The next day, Cosmo fails to make any money performing on the street with the monkey. When Bunchie (Joyce Ingalls), a beautiful blonde, stops by, Cosmo promises to see her later. That night, as he dances with Annie at the ballroom, she exchanges a meaningful glance with Lenny, her former boyfriend. Cosmo leaves to visit Bunchie, whom he has been meeting for three years. Bunchie feels she, not Annie, is the one who really understands him. Cosmo scoffs that because Bunchie is a prostitute, she cannot grasp his desire for a real relationship. Later that evening, Cosmo takes Lenny to a private club called Paradise Alley which is owned and managed by a slick con artist known only as 'Burp' (Joe Spinell) who also works as the announcer and master of ceremonies. Cosmo and Lenny learn that anyone who can go one round with a wrestler named Big Glory (Frank McRae) will win $100. Cosmo convinces Victor to wrestle Big Glory. After Cosmo introduces him as "Kid Salami," Victor steps into the ring, beats Big Glory and wins the prize money. After the bout, Lenny argues that it is wrong for Cosmo to take advantage of Victor. Cosmo reminds his older brother that Lenny once had brains and ambition but after injuring his leg in the war, he now has nothing. Cosmo is determined to do whatever necessary to get out of the Hell's Kitchen district. Lenny goes to Sticky's Ballroom to see Annie and apologizes for not contacting her but did not want to be pitied by her. Annie argues that she never cared about his injury and she does not want him back because she is worried that he will leave her again. As Lenny walks Annie home, he tries to convince her they should resume their relationship. Annie relents and kisses him. Later that night, Cosmo stops by Annie's home and sees Lenny in bed with her. In the morning, after Lenny leaves, Cosmo accuses Annie of leading him on. She denies the accusation but admits she has always loved Lenny and is happy to be back with him. Cosmo visits Bunchie, who urges him to forget Annie and focus on his relationship with her because she loves him. Later, Cosmo tries to persuade Victor to wrestle full time, pointing out that his brother can make money much faster as a wrestler. The two go to Paradise Alley where Cosmo hopes Big Glory can convince Victor to wrestle. They find him living in the basement where he talks to them about his plans and prospects. The wrestler advises Victor to get a manager he can trust. After the brothers leave, Victor asks Lenny for advice. Lenny does not like the idea of Victor wrestling but agrees to help him if Victor decides to do it. Victor realizes he will never make enough money in the ice business to buy his houseboat and consents to try wrestling professionally. Over the next several days, Cosmo trains Victor, and Lenny agrees to handle the business. Cosmo expresses his sense of betrayal that Lenny has reunited with Annie and they agree that they are now just business partners instead of brothers. When Lenny tries to set up a wrestling match at Paradise Alley, Burp informs him that first Victor has to make a name for himself and inspire spectators to bet large sums on him by fighting established wrestlers. Lenny assures the man his brother can win fifty fights by Christmas. As Victor starts winning matches and money, Cosmo worries that he will get injured, but Lenny pushes Victor to continue wrestling. Meanwhile, Annie frets that Lenny is allowing the wrestling business to take him away from her. On Christmas Eve, Victor asks Lenny how much money they have, but Lenny only urges Victor to trust him. Later, Lenny visits Annie briefly, claiming he has to leave right away for business. She accuses him of cheating and they end their romance. Elsewhere, Cosmo exchanges Christmas gifts with Bunchie, then leaves for Paradise Alley. He visits Big Glory, who is badly beaten after fighting Franky the Thumper. The two get drunk and drive to Stitch's bar where Glory pulls down his pants and "moons" Stitch and Franky. Cosmo and Glory then drive to the Hudson River where Glory admits he has no money and knows his career is over. After the fun night that Cosmo has shown him, Glory finally feels happy and is ready to jump in the river. When Cosmo tries to talk him out of committing suicide, the wrestler urges him to think carefully about the high cost of wrestling, then jumps into the river. In the morning, Cosmo reunites with his brothers and, mindful of Big Glory's fate, urges Victor to quit wrestling. In response, Lenny promises to set up a match with Franky that, if he wins, will make it possible for Victor to achieve his dreams. Cosmo cautions Victor against doing it, but Victor wants money for the houseboat. Victor and Cosmo and arrange with Stitch a match between Victor and Franky, with the Carbonis betting the $9,000 they have made on Victor to win. As the fight begins that night at Paradise Alley, Lenny urges Victor to win but Cosmo lets Victor know he can still back out. Victor thinks Cosmo should be proud, since he was the one who pushed him into wrestling. Throughout the match, Lenny and Cosmo squabble on the sidelines. Between rounds, Victor asks his brothers to stop arguing. After 22 rounds, Victor crumples to the mat and Stitch pressures the referee to call the match for Franky. However, when Stitch's men hassle Lenny and Cosmo, Victor revives and pulls them off his brothers. Fighting resumes and Victor is declared the eventual winner. However, he admits to Lenny and Cosmo he was planning to throw the match and lose their money because he liked it better when it was just the three of them.

Malibu, California, 1962. Matt 'the Enforcer' Johnson (Jan-Michael Vincent), Jack Barlow (William Katt), and Leroy 'the Masochist' Smith (Gary Busey) are the three best surfers of the beach. On the morning of the South swell Matt is drunk, but he borrows a board from a little boy and succeeds in giving an excellent performance anyway. The three friends usually take their boards for free from Bear (Sam Melville), a man that believes in their success and who owns illegally a shop in a hut on the pier. One day, Jack meets Sally (Patti D'Arbanville), a nice girl from Chicago, in the cafe where she works as a waitress. He takes her to his home, to a frantic and chaotic party which a brawl ensues when a group of party crashers arrive and cause a ruckus. Another time later, Matt, Jack and Leroy go for a trip to Tijuana, Mexico, where Peggy (Lee Purcell), Matt's girlfriend, announces to the group that she is pregnant: she and Matt will have a baby. Matt, Jack, Leroy, Sally and Peggy have a good time, and but get into a barroom brawl at a strip club. They all manage to escape from the local police, but they find their car stripped and broken-into. They manage to replace the stolen tires and return to Malibu. A short time later, the Malibu police make Bear's shop close: the pier will be demolished. Three years later, 1965; The Western Swell. Jack, the most serious of the three, is working as a lifeguard on the beach, and is still with Sally. Matt lives with Peggy and their little daughter; he's the greatest surf champion, but he is always drunk and depressed: he hates being a hero. While drunk, he provokes a road accident in front of the beach and Jack hits him and throws him off the beach. The three friends, as many others, have received the draft notice, and this means being sent to Vietnam... to fight an unpopular war. Bear has gotten rich: he owns a new bright surf shop in downtown Malibu and is about to marry. At his wedding, he speaks to Jack about the importance of friendship: Matt and Jack make peace. The Malibu guys have all to show up at the induction on the same day. In order to dodge the draft, Leroy pretends to be mentally insane to the Army psychologist (Joe Spinell) that interviews him. At the same time, Matt simulates a serious problem in his leg. Waxer (Darrell Fetty) (another friend from the beach) pretends to be homosexual, but he's not believed. Jack doesn't do anything: he probably thinks it's his patriotic duty. Matt and Leroy succeed in avoiding it. Jack and Waxer are drafted into the US Army. In a flash forward to 1968, it is revealed that Waxer has died in Vietnam. Matt now works as a swimming pool lifeguard. He's invited to the premiere of a surf documentary, with some scenes about him. But upon seeing the film, he is disappointed: the film shows how his style has been overcome by a new surf hero, (Gerry Lopez, as himself). Bear has lost all his money, and his wife has left him. Jack comes back home from Vietnam, but Sally is not waiting for him. While he was fighting far from home, she married another man, (Steve Kanaly), one of the guys who were at the party in 1962. In the cemetery, in front of Waxer's grave, they remember their dead friend and recall nostalgic memories of the past. Three years later in 1971. Bear has become a drunkard and a homeless, but is still proud of his surfer friends. The greatest swell ever is coming. On the day of its utmost intensity (Big Wednesday) lifeguards warn people to stay off the beach. Matt, Jack and Leroy meet on the shore and go surfing one last time for old times sake. So does Lopez, the new surfer, who looks at them with admiration and respect. They are still great, but Matt slips off his board and seems to disappear under a gigantic wave. When he reappears, on the beach, he and his two friends are ready to acknowledge the supremacy of Lopez, the new champion surfer. The film ends with Matt, Jack and Leroy leaving the beach for the last time and leaving them their past and their youth which is no more.