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Paul "Paulie" Pennino is the tritagonist in Rocky and Rocky IV the secondary tritagonist in Rocky II, Rocky III and Rocky V and the deuteragonist in Rocky Balboa. He was the brother of Adrian Balboa and a close friend of Rocky Balboa. He was portrayed by actor Burt Young.


Paulie has dark balding hair and brown eyes.


Paulie was the close friend/brother-in-law of Rocky Balboa, the older brother of the late Adrian Pennino (who became Balboa's wife), and the uncle of Rocky Balboa, Jr.. Pennino was also a hardcore alcoholic, who had a cynical attitude and usually gave out negative comments, much to the dislike of his brother-in-law. From 1981 to 2012, he lived with Rocky Balboa.

Paulie is known for owning a robot in Rocky IV. Up until 2006, he worked as a Meat packer in Philadelphia. In 1976 he confronted a pregnant Adrian about what her lack of faith in Rocky was doing to her husband's career. In 1981, a drunk asked Rocky for an extra job to help the champ train. Before Rocky went to Russia, he accidentally signed a power of attorney to the family accountant who stole nearly all of the family's money, when the accountant duped Rocky and Adrian when the papers they signed that wasn't a tax extension, but a power of attorney to the accountant. Despite his alcoholism, drunken outbursts, jealously towards Rocky, and his generally-negative attitude, he has always been a dedicated friend to Rocky, staying at his side through success, loss, rough patches in their friendship, and trips throughout the world. He is also very loyal to Rocky and good uncle to Rocky Jr. He is also a good friend and good corner man to Rocky.

Paulie has been known to be a boorish, drunken, jealous, angry, intolerant person. As Rocky would later call him as a "Jealous, lazy bum." He has been known to be negative about everything in his life and lashing out on everybody he can. He also has a tendency to believe that friends owe him even if they already repaid him. Although despite all this he cares for his sister Adrian, and his friend/brother in law, Rocky. Although his sayings are negative and insulting, he has always known to have some truth in them. For example, when Tommy Gunn challenged Rocky to a fight, it was Paulie that pointed out that if it wasn't for Rocky that Gunn wouldn't be a contender. He was very loyal to Rocky and a good uncle to Robert. It is only after Tommy hits Paulie that Rocky is moved enough to fight him.

Despite all the negative personality traits attributed to Paulie, it must be said that from the beginning of the films (and evident in the backstory) that Paulie is the single longest and most loyal relationship in Rocky's life. They were friends long before Mickey Goldmill came begging Rocky for a chance to manage him - once Rocky already had the championship fight set. It is Paulie who drives a reluctant Adrian to date Rocky, in response to Rocky's plea to Paulie after Adrian continues to reject his advances. It is Paulie who jumps into the ring to protect Rocky when he is being abused by wrestler, Thunderlips. Between rounds with the Russia, Ivan Drago, that he sees three of him, Paulie - drawing on his experience as an alcoholic - advises Rocky to "hit the one in the middle." It is Paulie who knows Rocky well enough that, when he seems to be losing to Clubber Lang, that he is in fact not losing but "getting mad" - which only Paulie knows is the fuel he will need to defeat him. Every time Adrian cannot support Rocky's decisions to fight, it is Paulie who stays by Rocky's side; both in his second match with Apollo Creed - knowing his friend well enough to know that it is Adrian's disapproval that is keeping Rocky from giving his all to his preparation - and he confronts her about it, and in going to Russia with his brother-in-law when his sister refuses to do so).

The friendship between Rocky and Paulie is one of the truest in film history. Despite Paulie's shortcomings, he is loyal to Rocky and Rocky is loyal to him as well. They are brutally honest with one another, and Paulie reveals his true admiration for Rocky on the way to the ring for the fight with Ivan Drago, in a moment that must be seen to be truly felt. While many blame Paulie for causing the problem with Adrian's pregnancy, the injury actually occurs before Paulie arrives when she picks up, moves, and the quickly drops the heavy load of pet feed in the pail. Had Paulie not gone there to set her straight about Rocky's mindset, she would have been alone when the trouble began. Paulie is also blamed, by his sister, for their financial downfall, but the truth is that neither she nor Rocky read the paperwork for themselves, and signed away the power of attorney. Paulie is correct when he tells them that the accountant is the thief, he was simply duped like they were. In the last film in which Paulie appears, Rocky Balboa, again it is only Paulie who is with Rocky at the cemetery to visit Adrian. They are best friends - and brothers (in law) to the end of Paulie's life. He knows Rocky better than anyone, at times even better than his wife. He knows what makes Rocky tick, and while he is often an opportunist and cynic, there is a reason why of all the people whom Rocky knows, he is the last man standing in his life, because he was there before anyone else.



Paulie first appears in Rocky along with the rest of the recurring characters. As evidenced by a photo in the home he shares with Adrian, Paulie is a Navy veteran. When we first meet Paulie, he is employed as a butcher at the Shamrock Meat Packing Facility. Rocky has a crush on Paulie's sister, Adrian. Paulie brings Rocky home on Thanksgiving and insists that she goes out with him. When she refuses, using the holiday and the meal she has prepared as an excuse, Paulie goes so far as throwing away the Thanksgiving turkey away so that Adrian to force her to go out with Rocky. Paulie dislikes working in the cold packing plant and repeatedly asks Rocky for a hookup with his loan shark supervisor, Gazzo, for a job for him as a collector/enforcer, but Rocky turns him down. After the first match with Apollo Creed, Paulie is given the job as a collector for Gazzo. During one of Rocky's visits to the meat packing facility, Rocky, unhappy by yet another of Paulie's recent outbursts about how it stinks in the meat plant and how he hates working in the cold, Rocky starts hitting a side of beef - eventually breaking the ribs. Paulie remarked that if Rocky does that to Apollo Creed that he would be hauled in for murder.

He and Rocky have their first falling out on Christmas Eve, when Paulie alerts a news crew to Rocky's unique training regime - punching sides of beef. It was then Rocky and Adrian discuss Paulie behind his back, when Paulie comes in the house and in a drunken rage berates Rocky about how he did everything for him and that Rocky never gave him anything in return. Rocky's defensive demeanor enrages Paulie all the more, and he grabs a baseball bat and starts breaking things, even threatening to break Rocky's arms so that he cannot fight. When he remarked that he even gave Rocky his sister, she snapped at him that she owed him anything because she has been taking care of him for years and all he has ever done was make her feel like a loser. Rocky restrains him while Adrian runs to her room devastated. Paulie is left sobbing that he can't keep working at the meat packing facility. Working there is partly responsible for Paulie's drinking, which he does on the job to keep warm.

While Rocky is training, Paulie reconciles with Rocky and asks whether or not it would be okay to make money using Rocky's name. Before the first fight with Apollo Creed, Paulie gives Rocky a robe with an advertisement for "Shamrock Meats" on the back. After the fight, Paulie causes a ruckus with security distracting them so Adrian could get to Rocky in the ring.

After his passing, Paulie was buried beside Adrian. Three years later in 2015, Rocky visits their graves on Nov. 19 to commemorate Paulie's birthday, setting out a bottle of Four Roses bourbon for him and a long-stemmed red rose for his love.

Rocky II

Shortly after Rocky has his match against Apollo, Paulie visits Rocky at the hospital, who had surgery for a detached retina and announced his retirement from boxing. Rocky eventually marries Adrian, and Paulie congratulates them. Later, he recommends Rocky for his former meat-packing job; he also buy's Rocky's car from him after the latter is laid off. He is disappointed later when he sees Rocky training amateurs in Mighty Mick's Gym; Paulie visits the pet shop where Adrian works and yells at her for refusing to let Rocky continue his boxing career; the stress of the argument causes her to go into premature labor. He later helps care for the baby on the night of Rocky's rematch with Creed. Though he is disappointed at the beginning of Rocky's match, he eventually jumps in joy and hugs Adrian when Rocky is victorious.

Rocky III

Three years after Rocky won the title against Apollo, Rocky wins a number of succeeding matches and becomes increasingly wealthy and famous. Paulie seems to becomes somewhat jealous about it. Wandering around drunk, he walks into an arcade, and, after seeing a pinball machine with a Rocky theme, he flings a bottle of bourbon at it, destroying the machine. He is then arrested and jailed for vandalism. Rocky bails him out, but Paulie is still unhappy, claiming that Rocky holds him down and owes him. Paulie briefly attempts to fight Rocky, who easily evades him, and the exhausted Paulie finally asks him for a job. Rocky agrees and hires him as a cornerman. Later, Paulie tries to come to aid of Rocky, who is having an exhibition match against the wrestler Thunderlips, who is strangling Rocky. Later, Paulie accompanies Rocky and Adrian to Los Angeles, but complains about the flophouse they are staying in, much to Apollo's dismay. At the end of the film, Paulie once again is happy about Rocky's victory.

Rocky IV

Shortly after retaining his title against Clubber Land, Rocky returns home and gives Paulie a birthday present, a robot servant called Sico. Paulie's gruff, unsentimental demeanor is highlighted by the brusque disdain with which he initially treats his mechanical helpmeet - dismissing the robot as "a walking trashcan." Later, Paulie introduces the robot, now reprogrammed with a female voice, as "my girl" to Apollo Creed and claims that she loves him. Paulie accompanies Rocky and Tony Duke to Siberia to help Rocky train for his match against Ivan Drago. As before in Los Angeles, Paulie expresses dismay about the weather and the austere conditions of the cabin in which they will be staying. Prior to Rocky's match against Drago, Paulie tells Rocky of the admiration and love he has for his best friend.

Rocky V

Shortly after Rocky wins the match against Ivan Drago, he, Paulie, and the rest of the gang return home in the United States. However, upon returning home to Rocky's mansion, Paulie and Adrian have a heated argument over a dramatic life-changing situation. It is revealed that Paulie had unknowingly signed a power of attorney over to Rocky's accountant, who squandered the family's entire investment on real estate deals gone sour. In addition, the account failed to pay Rocky's taxes within the past six years, and the mansion had a mortgage worth $400,000. Rocky retires from boxing once again due to brain damage (cavum septum pellucidum), leaving the family no choice but to sell the mansion and auction off their belongings to pay off the mortgage debt. When Rocky stops paying attention to his son and shifts his entire focus to training a young boxer from Oklahoma named Tommy Gunn, a dismayed Paulie steps in and begins training and spending more time with his nephew, Robert. Later, after Tommy has betrayed Rocky, he shows up at a bar to challenge Rocky to a street fight. Paulie insults and heaps scorn on Tommy for his selfishness. Tommy punches Paulie, after which Rocky accepts Tommy's challenge and the two engage in a brawl on the street. Rocky wins over Tommy, and the family can live in peace once again.

Rocky Balboa

In 2006, Paulie has resumed activity at the Shamrock Meat Packing Facility. He first sees Rocky at a graveyard looking over Adrian's grave, who died due to ovarian cancer four years prior. Rocky now runs a small but rather successful restaurant named after his deceased wife. Paulie stops by the place where Rocky supervises frequently, but is reprimanded by Marie for soliciting meat from the outside, just after he had been recently released from the facility. Rocky announces to have an exhibition match against Mason Dixon, and Paulie agrees to be his cornerman.


Paulie has died on February 22, 2012, and his grave lies next to his sister Adrian.

Creed II

Paulie doesn't appear in this film due to his death but his gravestone is still seen when Rocky visits Adrian's gravestone again at the beggining of the film.