*SPOILER ALERT* for those who haven’t yet seen Creed II.

Stephen Caple Jr. did that. The 28-year-old director had big shoes to fill helming Creed II, the sequel to Creed–Ryan Coogler’s Rocky franchise spin-off–and Caple rose to the occasion. With stunning shots, a sharp eye for detail, and cinematographic techniques that bring the audience straight into the heart of the fight, Caple Jr. put his mark on the most financially successful film in the franchise to date.

Anchored by emotional performances by Michael B. Jordan as Adonis Creed and Tessa Thompson as Bianca Taylor, Creed II has all the action and heart a knockout sports movie needs. Thanks to Jordan’s trainer Corey Calliet, Adonis moves up a whole weight class in the sequel, matching the plot’s raised stakes. Now boxing’s heavyweight champion of the world, Adonis is baited into fighting Viktor Drago (Florian “Big Nasty” Munteanu)–the son of Adonis’ father’s killer, Ivan Drago–and a massive, terrifying boxer with raw talent and a score to settle.

Because Ivan Drago (Dolph Lundgren) killed Apollo Creed in the ring in Rocky IV, Adonis is not just facing another challenger for the belt in Drago’s son, he’s literally fighting for his life and his father’s legacy against a Herculean opponent who could snatch everything away. Bianca tries to support Adonis and care for their growing family, but she’s also racing the clock to get her music out before her progressive hearing loss makes doing what she loves more challenging. Even Viktor gets a fully-realized arc that makes the monstrous challenger surprisingly human.

“This is our chance to rewrite history,” Adonis tells boxing manager Tony “Little Duke” Burton as he tries to convince Burton to train him for that first fight against Viktor. Not subtly, this line sums up what’s best about both films in the Creed franchise.

As Adam Serwer writes in The Atlantic, “Creed was an act of subversion by Coogler and his co-writer Aaron Covington, and an oddly moving act of humility by Sylvester Stallone, who allowed his career-defining character, an avatar of white masculinity, to be transformed into a vehicle of redemption for Creed’s Black protagonist—a role traditionally played by Black actors.”

“To make Apollo Creed a character worthy of having a successor, it first had to redeem him, to make him great, a quality that the previous Rocky movies consistently denied him,” Serwer writes. Thanks to Coogler’s rewrite of history, a younger Black generation gets to inherit and inhabit space in this franchise that centers Blackness: Black family, Black love and Black community.

With the torch successfully passed in Creed II, Sylvester Stallone has said he’s hanging up his boxing gloves and the role that brought him to superstardom. If so, Creed II is the perfect last hurrah for the character. It’s Rocky who let Ivan kill Apollo in the ring, so as Adonis’ coach and surrogate father, Rocky gets another chance to redeem himself for Apollo’s death and to help Adonis heal from the dad-sized hole Apollo’s death has caused in his life.

But as good as Rocky’s arc is, it’s also the cause of my first complaint about the film: there’s too much of him in it. When Bianca is in labor, we’re stuck with Rocky in the waiting room like we’re some 1950s dad being spared the beautiful mess of childbirth (and deprived of more of the brilliant Thompson on screen).

When Adonis has his final big moment in the ring and Rocky places the baton in Adonis’ hands with the words, “It’s your time,” we’re stuck on the outside of the ropes looking up at Adonis, sitting down with Rocky, the (as he calls himself) “chunk of yesterday trying to be today.” For all of Caple’s efforts to make the audience believe Adonis’ victory is our victory, “one punch, one step, one round at a time,” the momentum is stunted when we’re forced outside the winner’s circle to lament the end of Rocky. He’s the originator, so, I’m really happy for him, and I’m gonna let him finish, but I’m much more interested in the icon in the making.

My last complaint is that there’s not enough of Thompson or Bianca’s music. In the sequel, Thompson finally gets to team up with the indubitable Phylicia Rashad who plays Mary Anne, Apollo’s widow and Adonis’ adopted mother. But in the only scene with just the two women, they fail the Bechdel Test (where two women speak to each other about something other than a man) and talk about…Adonis. Womp. I want to see Mary Anne encourage Bianca to keep pursuing her music, come what may! I want to see Bianca at festivals performing pregnant like Cardi B!

But there’s still so much to enjoy in Creed II. Here are the five best scenes from the film.

5) Creed broken in the hospital

We’ve seen a lot of “angry” Michael B. Jordan–as Killmonger, as Adonis–but the actor is at his best when his character is vulnerable and broken, like Adonis is, literally and figuratively, in the hospital after the first fight with Viktor Drago. Shame, failure and embarrassment meld with the physical pain of broken ribs, a fractured eye socket and a busted kidney, all amplified when he sees Rocky enter his hospital room. In Adonis’ mind,  he’s let down both his father and Rocky by losing. He wonders outloud how his unborn baby is going to look at him once she finds out. Jordan is perfect in this scene.

4) Adonis leaves Bianca in the dark / stands with her in the light

Adonis gets up in the middle of the night after tossing and turning. He goes to the bathroom and pisses blood, evidence of his still-damaged kidney. Bianca hears him struggling and gets up to help him, but doesn’t go past the bathroom doorway. Instead, she stands there, shrouded in darkness, watching Adonis through the mirror in the bathroom. She knows he won’t let her help him. She lets him be. Silently, she turns around and goes back to bed. It’s all feeling, no words, and it’s gorgeous.

Caple Jr. contrasts this scene as Adonis begins to heal in every possible way and lets Bianca and their growing fetus back in. Bianca stands in front of a window bathed in ambient light, Adonis kneels in front of her, caressing and kissing her swollen belly. Again, no words, but the love is palpable.

3) The missing scene about Amara’s hearing

Seeing Adonis and Bianca devastated over their newborn Amara’s potential inability to hear was a tough scene to watch. Thankfully, Rocky got Adonis together and told him to stop feeling sorry for his daughter because she wasn’t feeling sorry for herself. After that, there wasn’t any more mention or sorrow over the state of Amara’s hearing, just two parents learning and enjoying their kid. In an increasingly ableist world, it was great NOT to see a scene definitively stating what the status of Amara’s hearing is (though she does seem to be wearing hearing aids in the final scene at the graveyard when Adonis is introducing her to Apollo). Treating potential hearing impairment as another part of life as opposed to some devastating tragedy is refreshing.

C2_16026_R Tessa Thompson stars as Bianca and Michael B. Jordan as Adonis Creed in CREED II, a Metro Goldwyn Mayer Pictures and Warner Bros. Pictures film. Credit: Barry Wetcher / Metro Goldwyn Mayer Pictures / Warner Bros. Pictures © 2018 Metro-Goldwyn-Mayer Pictures Inc. and Warner Bros. Entertainment Inc. All Rights Reserved. Tessa Thompson stars as Bianca and Michael B. Jordan as Adonis Creed in CREED II Credit: Barry Wetcher / Metro Goldwyn Mayer Pictures / Warner Bros. Pictures

2) THE Training Montage

It’s not a Rocky or a Creed movie without a training montage, but this one–with Adonis out in the desert lifting weights with the strength of his bulging neck alone, running faster than a Mustang, fighting toe-to-toe with a tough boxer inside of an old tire–is the best in the franchise. Creed has never looked better and his transformation into a boxer that could believably take on a beast like Viktor Drago and win is deliciously satisfying. Shoutout again to Jordan’s trainer Calliet.

1) The Creed-Drago fight scenes

Caple Jr. creates edge-of-your-seat action in these fight scenes between Adonis and Viktor, with point-of-view shots that put the audience right in Adonis’ shoes. With excellent choreography, cinematography and sound mixing on top of a solid plot, Caple Jr invests the audience so deeply into ring, you’d swear you’re the one Viktor is gunning for and you can almost feel the body blows. The final victory is just as electric.

Honorable mention:

  • The adorable proposal scene where Bianca can only say “Yooooooo!” in response to the huge rock Adonis offers her.
  • The dinner table scene where Mary Anne guesses that Bianca is pregnant.
  • Adonis training underwater like the famous image of Muhammad Ali, followed by Adonis screaming out all of his pain and regret underwater. Visually stunning!
  • Rocky telling Adonis to name his kid Becky and Adonis reminding Rocky that the baby is gonna be Black.
  • When Brigitte Nielsen popped up on us to reprise her Rocky IV role as Ivan Drago’s wife (me squealing with glee in the theater: “Ohhhh, b********tch!!!”)
  • Drago throwing in the towel to protect his son Viktor who is fighting a losing battle in the ring against Adonis and for the love of his mom (Nielsen). It’s also touching when Ivan runs alongside Viktor in the end scenes when Ivan had previously left his son to run on his own while driving a truck behind him to make him run faster. Ivan Drago murdered Apollo Creed and then had the nerve to be salty that HE GOT AWAY WITH MURDER but faced consequences for losing the subsequent fight to Rocky. Why are you so mad? So, it’s still ‘f**k Drago and the set he reps!’ all day. I have no sympathy for him. But Viktor is a sympathetic opponent who deserves love and acceptance from his dad, win or lose, and it’s beautiful that he gets it.
  • Adonis and Amara lying on the floor and Bianca coming to join them, calling back to a dope scene in the first Creed where Adonis and Bianca share their first kiss. Yay, Black love!

Okay, fine, I’m choosing all the scenes. It’s the feel-good movie we deserve. Go see it twice like I did!

Read More:

‘Creed II’ Is A Knockout: Breaks Records For Biggest Sports Drama Film Debut, Biggest Live-Action Thanksgiving Debut And More

‘Creed II’ Director Steven Caple Jr. On The Jump From Indie To Studio And Advice From Ryan Coogler

‘Creed II’: Tessa Thompson On The ‘Uniquely Black’ Love Story Of Bianca Taylor And Adonis Creed

 Michael B. Jordan Shares Why Adonis Fights In The ‘Emotional’ Sequel, ‘Creed II’

 10 Things To Know About ‘Creed II’ Director Steven Caple Jr.

‘Creed II’ Trainer Corey Calliet Speaks On How He Transformed Michael B. Jordan’s Body