Rocky II is a 1979 American sports drama film written, directed by, and starring Sylvester Stallone. It is the direct sequel to Rocky (1976) and the second installment in the Rocky franchise. It also stars Talia Shire, Burt Young, Carl Weathers, and Burgess Meredith. Set immediately after the events of the original film, Rocky Balboa (Stallone), struggling to adjust to his newfound fame and family life, finds himself in a rematch fiercely demanded by Apollo Creed (Weathers).