Burt Young recently passed away at the age of 83, leaving generations of Rocky fans remembering his best moments from the iconic franchise. Young played Balboa’s gruff friend (and eventual brother-in-law) Paulie across six Rocky films spanning four decades. With that many appearances, there’s a wealth of great Paulie quotes. Let’s take a look at some of our favorites from each film.

‘Rocky,’ When Paulie was Meaner

When Paulie was first introduced, he was a dark, gritty character. He’s borderline abusive to his sister (and Rocky’s love interest), Adrian. One scene involves Paulie having a meltdown over Adrian ruining a turkey by over cooking it. Burt Young would earn an Oscar nomination for his performance as the forlorn but humorous character.

Of course, Paulie’s best quote from the original 1976 film involves one of the more iconic sequences in the series. Paulie works as a butcher and allows his pugilist friend to use slabs of hanging beef as punching bags while training to face off against champion Apollo Creed. . After Paulie watches Rocky pummel one of the dead cows, his remark leaves fans in stitches. “You do that to Apollo Creed, they’ll put us in jail for murder,” he quips.

‘Rocky II’

The second film in the Rocky franchise is a bit of a retread, with the hero facing off once again with Apollo Creed in a rematch. However, Burt Young still gets a few zingers in there as Paulie. During a press conference, Paulie sizes up Apollo saying, “His lungs he’s gonna punch out.” Apollo takes issue with this, replying, “Now who is that? Al Capone?” Paulie looks the champ over before retorting sardonically, “I don’t sweat you.”

‘Rocky III’

The third Rocky film finds Balboa training with his former rival Apollo to get ready for Mr. T’s Clubber Lang. In one hilarious moment, Apollo asks Paulie a pointed question about Rocky: “Can he swim?”. An exasperated Paulie retorts, “With a name like ‘Rock’?!”

‘Rocky IV,’ Burt Young’s Most Comic Outing as Paulie

Rocky IV finds Balboa training in the gulags of Russia, prepping to face off against the fierce Ivan Drago. When Paulie takes in the isolated cabin, set against the vast mountains covered in snow, he’s bewildered. “Are you planning to grow reindeer or something? How the heck are you supposed to train here?”

‘Rocky V’

Burt Young’s Paulie sets Rocky V into motion, as his bad investments bankrupt the champion boxer. Balboa and his family ditch their Los Angeles mansion and return to their Philly toots. Rocky even takes over Mickey’s old boxing club, and his son, Robert begins training there. However, Paulie questions if Rocky’s son should enter the fight game. “He says he wants to fight. I told him to get married,” Paulie tells Rocky. Rocky seems to take the quip seriously. “Why?” he asks. “That’s gym humor, Rocko,” Paulie sardonically answers.

‘Rocky Balboa,’ Burt Young’s Last Appearance as Paulie

The sixth Rocky film finds Paulie and Balboa mourning the loss of Adrian and reminiscing about old times. At one point in the film, Rocky takes Paulie on a tour of their old stomping grounds. “Ya know they always say if you live in one place long enough, you are that place.” Despite Rocky’s sentimental stance, Paulie can’t help but throw in a joke.” I ain’t no talking building, Rock.”