Paulie: "I know sometimes I act stupid and I say stupid things, but you kept me around and other people would have said "drop that bum". You give me respect. You know it's kinda hard for me to say these kinda things, cuz it ain't my way, but if I could just unzip myself and step out and be someone else, I'd wanna be you. You're all heart, Rock."
Paulie: (at Rocky's rented home in a snowy part of Russia) "Are you planning to grow reindeer or something? How the heck are you supposed to train here? What a depressing vacation. What about the Rose Bowl game? I hope they have my comics here." (he falls in the snow)...Good stuff Paulie!!