nominated_for burt young
Talia Rose Shire ( née Coppola ; born April 25 , 1946 ) is an Italian - American actress most known for her roles as Connie Corleone in " The Godfather " films and Adrian Balboa in the " Rocky " series . For her work in " The Godfather Part II " and " Rocky ", Shire has been nominated for two ___MASK57___ for Best Supporting Actress and Best Actress , respectively . Paul " Paulie " Pennino ( November 19 , 1940  February 22 , 2012 ) is a major supporting character in six of the seven " Rocky " movies , played by Burt Young , who , along with co - star Burgess Meredith , was nominated for the ___MASK17___ for his performance in the first film . The ___MASK17___ is an award presented annually by the Academy of Motion Picture Arts and Sciences ( AMPAS ). It is given in honor of an actor who has delivered an outstanding performance in a supporting role while working within the film industry . Rocky is a 1976 American sports drama film directed by John G . Avildsen and both written by and starring Sylvester Stallone . It tells the rags to riches American Dream story of Rocky Balboa , an uneducated but kind - hearted working class Italian - American boxer working in a meat warehouse and as a debt collector for a loan shark in the slums of Philadelphia . Rocky starts out as a small - time club fighter , and later gets a shot at the world heavyweight championship . The film also stars Talia Shire as Adrian , Burt Young as Adrian ' s brother Paulie , Burgess Meredith as Rocky ' s trainer Mickey Goldmill , and Carl Weathers as the champion , Apollo Creed . Oliver Burgess Meredith ( November 16 , 1907  September 9 , 1997 ), was an American actor , director , producer , and writer in theater , film , and television . Active for more than six decades , Meredith has been called " a virtuosic actor " and " one of the most accomplished actors of the century ". A life member of the Actors Studio by invitation , he won several Emmys , was the first male actor to win the ___MASK45___ twice , and was nominated for two Academy Awards . Gerald Tommaso DeLouise ( born April 30 , 1940 ) , better known by his stage name Burt Young , is an American actor , painter and author . He is best known for his Academy Award - nominated role as Sylvester Stallone ' s character ' s brother - in - law and best friend Paulie Pennino in the Rocky film series . Michael " Mickey " Goldmill is a fictional character created by Sylvester Stallone , portrayed by Burgess Meredith in the " Rocky " film series , in which he was nominated for the ___MASK17___ for his performance in the first film , as was his co - star Burt Young . The character ' s gravelly voice , intense demeanor and popular catch phrases helped make him highly recognizable as well as a common source of parody and satire in pop culture . Mickey may be based on Charley Goldman . Both were bantamweights , had Jewish ancestry , and have similar - sounding names . In addition , Goldman was the boxing trainer of Rocky Marciano , on whom Rocky Balboa is based . Goldman trained Marciano in many ways similar to how Goldmill trained Balboa , such as tying their ankles together with string to teach them to spread their feet at the appropriate width . Goldman was ( again like Goldmill ) well known for making wise remarks ( ex . " A lot of people say Rocky [ Marciano ] don ' t look too good in there , but the guy on the ground don ' t look too good either ."). John Guilbert Avildsen ( born December 21 , 1935 ) is an American film director . He won the ___MASK42___ in 1977 for " Rocky ". Other films he directed include " Joe ", " Save the Tiger ", " Fore Play ", " The Formula ", " Neighbors ", " For Keeps ", " Lean on Me ", " The Power of One ", " 8 Seconds ", " Inferno ", " Rocky V " and the first three " The Karate Kid " films .