In contrast, Lang trains with ruthless determination and vigor. Lang and Rocky meet at Philadelphia's Spectrum. In a brawl backstage, Mickey is violently shoved by Lang, causing Mickey to suffer a heart attack. Distraught, Rocky wants to call the match off, but a stricken Mickey urges him to fight while he receives medical care in the dressing room. By the time of the match, Rocky is both enraged and severely distracted by his mentor's condition. The match begins with Rocky pounding Lang with several huge blows looking for an early knockout, but he cannot put Lang down due to his own lack of conditioning. The bigger, stronger, and better-prepared Lang quickly recovers and takes charge, dominating Rocky and knocking him out with a haymaker left hook in the second round, winning the world heavyweight championship. After the match, a battered Rocky tells a dying Mickey that the match ended in a second round knockout without saying who the victor was. Mickey falsely believes Rocky won and then dies. Rocky, lapsing into severe depression, mourns over Mickey's death. Stopping by Mickey's closed gym, the forlorn Rocky encounters his former rival, Apollo Creed, who witnessed the match as a guest analyst. Creed offers to help train Rocky for a rematch against Lang in exchange for a future favor which Rocky accepts. Apollo then takes Rocky to the gym where he once trained, Tough Gym in Los Angeles. Creed, along with his former trainer Tony "Duke" Evers, infuses Rocky's undisciplined brawling style with more of Apollo's trademark footwork, skill and speed to become a more complete fighter and to help him regain his edge. At first, Rocky is too distracted and demoralized to put forth his best efforts, which infuriates Apollo. However, Rocky regains his focus after Adrian helps him come to terms with Mickey's death. After months of training, the rematch takes place at Madison Square Garden. Apollo lends Rocky the American flag trunks that he wore during their first match. At the outset of the match, Rocky sprints from his corner, battering Lang with a level of skill and spirit that no one ever expected. Rocky completely dominates the first round, leaving Lang enraged and bewildered after the bell. Lang gains the upper hand in the second round, and Rocky adopts an entirely different strategy that bewilders Apollo by intentionally taking a beating from Lang, even getting knocked down twice, all the while taunting Lang that he cannot knock him out. By the third round, Lang, who is used to winning matches swiftly with knockouts in the early rounds, becomes increasingly furious over Rocky's taunts.