Greatest Movie Series
Franchises of All Time
"Rocky" Films

Rocky III (1982)

Rocky Films
Rocky (1976) | Rocky II (1979) | Rocky III (1982) | Rocky IV (1985)
Rocky V (1990) | Rocky Balboa (2006) | Creed (2015)

"Rocky" Films - Part 3
Rocky III (1982)
d. Sylvester Stallone, 100 minutes

Film Plot Summary

Rocky III began with the familiar overture fanfare and the yellow letters for ROCKY III moving from right to left across the heavyweight championship belt. The audio was from the announcers calling the 15th round of the Thanksgiving 1976 rematch in the conclusion of the previous film between challenger Rocky Balboa (Sylvester Stallone) and champion Apollo Creed (Carl Weathers), when they both toppled to the canvas, and Rocky was the first to struggle to stand up and win the title.

Accompanied by the film's theme song, "Eye of the Tiger," a montage of various scenes flash-forwarded from 1976-1981 to show Rocky's next few years as a successful boxer, popular celebrity sportsman and pitchman. Newspaper headlines declared: ROCKY WINS FIRST TITLE DEFENSE. In various venues, Madison Square Garden, Radio City Music Hall, and Caesar's Palace in Las Vegas, Rocky fought opponents in the US and abroad, and successfully defended his title ten times during a long winning streak. His fame spread as he was pictured on the covers of many magazines (i.e., TEMPO, the Italian version of Time, People Magazine, Newsweek, Inside Sports, and GQ to name a few). All the while Rocky was catapulted to fame, he was being watched by a fearsome new fighter named James "Clubber" Lang (Mr. 'T') who was beginning to work his way up through the ranks of fighters with a ferocious style, who was producing a string of knockouts and eventually became Rocky's number-one contender. Meanwhile, Rocky was making commercials and endorsing products (i.e., American Express, telethons, DeLorean and Maserati cars, Nikon cameras, Gatorade, The Muppet Show [an actual show from 1979], Budweiser, etc.) and living the good life with his wife Adrian (Talia Shire) and his growing son Rocky, Jr. (Ian Fried). After knocking out another opponent, Clubber yelled to Rocky's trainer Mickey (Burgess Meredith) in the audience, "I want Balboa...You hear that? You tell Balboa to come here. Nobody can beat me. You tell him what I said. He's next. I'm gonna kill him. Nobody can stop me."

During the credits, Rocky's insanely-jealous brother-in-law Paulie (Burt Young) was drinking in a bar and upset over Rocky's continued fame and notoriety. As he stumbled from the bar into a video arcade nearby, he noticed a ROCKY-pinball machine - and further annoyed and enraged, he threw his JB liquor bottle at the glass backing with Rocky's image (arms outstretched in victory), shattering it and leaving only blinking lightbulbs in a V-pose. In the next scene, Paulie was bailed out of jail by Rocky, but on their way to the garage, Paulie continued to verbally abuse Rocky and Adrian: "You and her can go to hell, you know that?" He accused Rocky of forgetting him while climbing to the top: "Your freakin' head is the one on wrong...You fixed your face up handsome, nice clothes. What'd you do for Paulie, anything? Three years, did you get me a job?...You know, I always give ya. I give ya. What do you do? You buy a new house. You move Mick in, right? Did you ask me? Is there something the matter with me?" Rocky retorted back that he didn't owe Paulie anything, just because he was his brother-in-law: "You talk like everybody owes you a livin'...Look, nobody owes nobody nothin'. You owe yourself...Friends don't owe. They do because they wanna do." And he gave Paulie his honest assessment: "You ain't down and you ain't a loser. You're just a jealous, lazy bum." When Paulie tried to punch at Rocky and quickly tired from flailing about, he then asked: "Can I have a job?" Rocky simply replied: "All you had to do was ask." That night in his bedroom with Adrian, he performed a serenade-duet with her, displaying their great love.

For the City Youth League Benefit, their 12th annual event that was able to raise $75,000, Rocky had agreed to fight an exhibition-charity match against a wrestling champion named Thunderlips (Hulk Hogan), a long-haired fighter with a white hat, red boots and white shorts. He was assisted in his corner by Mickey and by Paulie, his new ringman, and although Rocky treated the match as a fun exhibition and benefit, the appearance of Thunderlips in the ring (7 feet tall, and weighing 390 lbs.) showed that he took the fight seriously. Mickey complained to Rocky: "You're wearing your anatomy out for charity. Nobody else does this much for charity." Before the match, Thunderlips taunted Rocky: "The ultimate male vs. the ultimate meatball." Once the match began, Thunderlips body-slammed him to the floor, pummeled Rocky with pile-drivers and other wrestling maneuvers, and hurled him out of the ring into the fifth row. Rocky ordered Paulie to cut his gloves off and then climbed back into the ring. He was able to punch back like a streetfighter with pounding fists to Thunderlips' midsection, and put his towering opponent into a stranglehold. And Rocky even managed to throw his large opponent out of the ring. The match was soon declared a tie after the final bell, and the two fighters spoke, with Rocky asking: "Why'd you get so crazy on me out there?" Thunderlips replied: "That's the name of the game." They posed together for a Polaroid picture, accompanied by Adrian and his kid, with Rocky admitting: "Sometimes charity really hurts."

Adrian, Rocky, and Mickey attended a ceremony in front of the Philadelphia Art Museum for the unveiling and dedication of a giant 'Rocky' memorial statue. The Abraham Lincoln High School marching band played "Gonna Fly Now" as part of the proceedings. Rocky was lauded as the city's "favorite son" - "who defies the odds, who defies logic, and fulfills an incredible dream," and for his contributions to the community with his "untiring participation in this city's many charity functions." During his thank-you speech, Rocky haltingly announced that he was planning to retire from boxing: "I would never do anything to hurt this sport that has been so really good to me...I'm thinkin' maybe it's time that I should, uh, step down maybe and retire." The local crowd vocally disapproved of Rocky's announcement. Out of the crowd stepped "Clubber" Lang, who publically demanded and challenged Rocky to a match ("You got your shot, now give me mine"). He verbally abused and criticized Rocky for intentionally choosing to fight set-ups in title defenses only against weak, over-matched bums: "This bum been takin' the easy matches, fightin' other bums. I'm telling you and everybody here, I'll fight him anywhere, anytime, for nothing." Mickey refused to have Rocky return the challenge: "I don't care what you're ranked. You don't get no shot! And I mean that." Rocky refused to have Mickey speak for him: "I wanna fight this guy." Mickey responded before leaving and telling Rocky he was finished: "Well, you got him. But you'll fight him without me." When Lang began to harass Adrian and sexually proposition her ("Maybe you'd like to see a real man"), Rocky charged at Lang, and vowed: "I'll see you in the ring. You got it," as he was restrained by police officers.

Later in his mansion (in front of a picture of Rocky holding up the championship belt), Armani-suited Rocky confronted Mickey about his hasty departure (for a "permanent vacation"), and was bluntly told that Lang was a hungry fighter and that Rocky had no chance of beating him: "You can't win, Rock! This guy will kill you to death inside of three rounds...This guy is a wreckin' machine and he's hungry." And then he told Rocky: "You ain't been hungry since you won that belt." In his ten title defenses, Mickey admitted that all the fighters were "hand-picked," good fighters but not "killers," and he explained why - he had been protecting Rocky: "Because the beating that you got from Apollo should have killed you, kid....It was my job to keep you winning and to keep you healthy." And then Mickey explained how Rocky had changed: "Three years ago, you was supernatural. You was hard and nasty. You had this cast-iron jaw. But then the worst thing happened to you that could happen to any fighter. You got civilized." Rocky felt that he couldn't be retired, knowing all that he had just heard: "You've been carrying me...I want this fight. Just one more." He needed to fight Lang to prove his self-worth, and convinced Mickey to train him.

Rocky began training in a Las Vegas-style training gym inside the Bellevue Westford Hotel amidst life-sized stand-up Rocky figures, balloons, patriotic banners, T-shirted Nike representatives, photo opportunities, a live band, bubbles in the air, kisses for the champ [the blonde groupie who kissed Rocky was Sasha Czack, Sylvester Stallone's first wife from 1974-1985] and sales of Rocky paraphernalia. Mickey complained about the distracting atmosphere ("How the hell can we train in this creep joint here?"), although Rocky argued: "Let's go out in style." Mickey was fearful Rocky wouldn't "go out in one piece" while training by "fighting in a zoo." In contrast with cross-cut scenes, "Clubber" Lang was seriously sweating and working out by himself in a run-down building.

The fight (called "the champion's final and perhaps most difficult title defense") between Lang and Rocky was held at Philadelphia's Spectrum, on August 15, 1981. Former heavyweight champion Apollo Creed predicted that the challenger was stronger, while "experience and the world's hardest head" went to the champion. Even before the big contest, a name-calling brawl broke out between the two opponents as they approached the ring. Mickey was shoved aside by a charged-up and angry Lang and suffered a heart attack. When the two fighters were separated and an ambulance was summoned for Mickey in the dressing room, Rocky wanted to call the fight off, but Mickey retorted: "Are you out of your mind?...Get going, will ya? Take him, take him good. Get it over with, why don't you?" He grabbed Rocky's robe: "Now get out there and do it." Upset, distracted and distraught, Rocky reluctantly proceeded to the ring (without Mickey, who remained in the locker room), angry to fight Lang.

In the pre-fight ceremony in the ring, Apollo Creed was introduced and then insulted to his face by Clubber Lang: "Don't need no has-been messin' in my corner." Creed then told Rocky: "Give everybody a present and drop this chump, all right?" When the fight began, Rocky pounded Lang with several powerful blows and swings - hoping for a quick and early knockout (so he could attend to Mickey). But better-focused challenger Lang fought back with dominating, strong punches against the ropes and drew blood in the first round. Rocky was stunned and staggered to his corner when the bell rang, telling Paulie: "He's too strong...I can't keep him off...I'm losin' it, Paulie." In round two, Lang took charge and knocked the helpless Rocky unconscious to the mat (in an impressive overhead shot, Rocky fell to the canvas atop his own giant black and yellow Italian Stallion logo), and in an upset - Lang won the championship. Defeated, Rocky returned to the dressing room where Mickey was dying, and still awaiting an ambulance. He told Mickey about the knock-out defeat in the second round (misinterpreted by Mickey as a win for Rocky), to which the delirious trainer replied: "I love you, kid" - before expiring. Rocky collapsed onto the chest of his long-time friend and deeply wailed and mourned the loss ("Mick, don't go away. We got more to do...').

After a small memorial service at a mausoleum led by a Jewish rabbi (Gravemarker: In Loving Memory, Mickey Goldmill, April 7, 1905-August 15, 1981), Rocky suffered severe depression, feelings of guilt and loss of hope. Lost in his thoughts, he traveled around Philadelphia on his motorcycle, appearing at the base of his own statue on the Philadelphia Art Museum steps, where he threw his helmet at it in rage. At Mickey's closed-down and darkened gym, he happened to meet up with Apollo Creed (sent by Adrian from his house to find him there), who proposed a "business" proposition - to help train him for a rematch against Lang, with a different style of training. He explained: "When you retire, it's too quiet. I mean, we're too young to retire anyway. Besides, with the right touch, I could promote this thing into the biggest gate of all time." He persuaded Rocky to reconsider retiring, not back off, and regain his winning spirit: "Make it right for yourself or you'll be sorry you didn't...You lost that fight, Rock, for all the wrong reasons. You lost your edge...You didn't look hungry." He convinced Rocky to regain his "eye of the tiger," his fighting edge: "The way to get it back is to go back to the beginning...Maybe we could win it back together. Eye of the tiger, man."

Lang accepted the challenge for a rematch against Rocky (although he stated: "I reject the challenge because Balboa is no challenge. But I'd be more than happy to beat up on him some more"), now trained by Apollo Creed, vowing: "I can't be beat and I won't be beat." The newscaster interviewing Lang put down Rocky Balboa as a washed-up fighter at age 34: "Balboa was a fine champion, but his time is past. I wish him luck." Creed predicted otherwise to Rocky: "When this is over, a lot of folks are gonna owe you an engraved apology. And you're gonna owe me a big favor."

Apollo decided to train Rocky in the slum ghettos of Los Angeles where he had started, with Paulie and Adrian accompanying him to the decrepit Hotel Lorane in downtown. In the local Tough Gym, they met up with Creed's old trainer Tony "Duke" Evers (Tony Burton), who was planning on retraining Rocky from scratch (as Apollo reminded everyone: "We've been living modern, but now we're gonna train old"). During training, Rocky showed continual demoralization and distractedness, bolstered by Paulie's criticisms of the low-class surroundings, the "jungle junk music," and his pessimism about everything: "He's a bruiser. He ain't no boxer." Apollo increasingly showed his frustration with Rocky's lack of progress in developing speed, quickness, endurance and flexibility: "This chump will kill you." During a sprint down a sandy beach, Rocky flashed back to his fight with Lang, Mickey's words to him ("You can't win, Rock. You ain't been hungry since you won that belt. He'll knock you into tomorrow, Rock"), and Mickey's death. [Continuity error: The clips shown were from his future rematch with Lang, not the first fight.] Apollo feared that Rocky wasn't up for the fight: "It's all over."

Rocky confessed to Adrian: "I don't want it no more." Her belief was that if he wanted it to be over, then that was fine, but that he had never quit anything before. He asked: "How did everything that was so good get so bad?...I wrecked everything by not thinking for myself." He still felt that his previous fights (before Lang's challenge) were Mickey's set-ups that deceived him about how good he was ("I never fought anybody who was in their prime"), although Mickey was only protecting him from harm ("You wake up after a few years thinking you're a winner, but you're not. You're really a loser"). He felt guilty and had lost confidence in himself: "Nothing is real if you don't believe in who you are. I don't believe in myself no more." He finally admitted that he was fearful of losing everything he had achieved: "The truth is, I don't wanna lose what I got." Adrian stressed that their materialistic needs were met: "We got everything but the truth. What's the truth, damn it!?" Rocky finally admitted for the first time in his life that he had deep-down fear. She assured him that there was nothing wrong with being afraid - that he wasn't a coward or a liar, and that he should rid himself of his fears: "Because when all the smoke has cleared and everyone's through chanting your name, it's just gonna be us. And you can't live like this. We can't live like this. 'Cause it's gonna bother you for the rest of your life." She encouraged him about the rematch, but warned that he must fight for himself and no one else: "You gotta wanna do it for the right reason. Not for the guilt over Mickey, not for the people, not for the title, not for money or me, but for you." And if he lost the rematch, he would lose "with no excuses, no fear. And I know you can live with that."

Rocky's training regimen began in earnest, cued by "Gonna Fly Now" on the soundtrack. His efforts began to pay off, with extra speed, agility, and skill added to his own strength, as he swam laps, ran sprints on the beach, and practiced his boxing punches and moves.

The "anxiously-awaited" fight rematch was held at Madison Square Garden Center in NYC. In his locker room, Clubber Lang boasted about how he would destroy his opponent and cause pain: "He's gonna get hurt...And I will destroy any man who tries to take what I got." The odds were against Balboa regaining his title against the brawler Lang. Before the fight, Apollo requested that Rocky wear his red, white, and blue striped trunks from their fight - linking the two together in the contest. The sports commentators noticed Rocky's trim figure, seriousness, "raw determination," and confidence as he approached the ring, for the last fight in his career. The tauntings from a sullen, hard-punching and tough Lang ("I'm gonna bust you up") had no effect on Rocky at the center of the ring (Rocky: "Go for it").

When the fight commenced, Rocky fought with a new style. He sprinted after Lang from his corner, with tremendous spirit, agility, skill, and unrelenting punches delivered with swiftness and speed (a combination of "rhythm and power"). The first round was completely dominated by "fleet-footed" Rocky and he won it, causing Lang to become furiously enraged, and he had to be restrained by his corner men. During round two, Lang turned things around and sent Rocky to the canvas twice after boxing him in the corner and landing several punches. Rocky's strategy changed and he intentionally allowed his body to be pummeled while taunting the champion ("You ain't so bad!"). Lang shouted back: "You're just a stupid fool." In Rocky's corner, Apollo urged: "Eye of the tiger."

In round three, Lang's frustrated anger increased when Rocky couldn't be finished off, and he tired himself out with repeated knock-out blows that mostly disconnected, while Rocky taunted ("Knock me out," "Hit me harder," "My mother hits harder than that" and "You ain't so bad...You ain't nothing"). When Apollo moaned: "He's getting killed," Paulie differed with him: "Oh, no, no, no. He's not getting killed. He's getting mad." Confused and psyched out, Lang fell into Rocky's trap and wasted his power and energy, allowing Rocky to come back and overpower his exhausted opponent with blow after blow. And then with a tremendous punch, Rocky sent Lang to the canvas, and he was counted out. Rocky regained the title as the heavyweight champion of the world - "a tremendous comeback." The announcer described the scene: "He's down on the floor in ecstasy, bowing, praying, beating the floor." When Adrian asked if he was all right, he replied: "Never better."

After a freeze-frame, the scene dissolved to the gym, where Apollo asked for his favor owed to him by their earlier deal, to prove to himself who was the better fighter between the two of them. He proposed that they box each other in an informal sparring match: "When you won that last fight, you won by one second. You beat me by one second, one second. That's very hard for a man of my intelligence to handle...No TV, no newspapers, just you and me...I'm still young enough to whip your butt, Stallion...You fight great, but I'm a great fighter." In their sparring match as they danced around the ring, the camera froze on their first punches aimed at each other (and dissolved into a LeRoy Neiman portrait), and the film concluded with the tune "Eye of the Tiger".

Film Notables (Awards, Facts, etc.)

The second sequel in the original five film series. This was the first Rocky picture to begin with Rocky as the champion.

With a production budget of $12.5 million, and box-office gross receipts of $124 million (domestic).

With one Academy Awards nomination: Best Original Song (the popular Survivor smash-hit "Eye of the Tiger," the film's theme song). It lost to "Up Where We Belong' from An Officer and a Gentleman (1982).

With one Razzie Award nomination: Worst New Star (Mr. T).

Rocky Balboa
(Sylvester Stallone)

James "Clubber" Lang
(Mr. 'T')

(Burt Young)

(Talia Shire)

Rocky, Jr.
(Ian Fried)

(Hulk Hogan)

Mickey Goldmill
(Burgess Meredith)

Apollo Creed
(Carl Weathers)

Tony "Duke" Evers
(Tony Burton)

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