Rocky III
220px-Rocky iii poster

Rocky III Theatrical release poster

Directed By: Sylvester Stallone
Written by: Sylvester Stallone
Producer: Robert Chartoff
Irwin Winkler
Starring: Sylvester Stallone
Mr. T
Carl Weathers
Talia Shire
Burt Young
Burgess Meredith
Tony Burton
Hulk Hogan
Theme music: Bill Conti
Edited by: Mark Warner
Don Zimmerman
Cinematographer: Bill Butler
Studio: United Artists
Distributed by: MGM/UA Entertainment Company
(USA & Canada)
United International Pictures
Release Date: May 28, 1982 (1982-05-28)
Running time: 100 min.
Language: English
Budget: $17 million
Box office: $270 million
"The Greatest Challenge."
―Tagline for Rocky III

Rocky III is a 1982 American film that is the third instalment in the Rocky film series. It is written and directed by and stars Sylvester Stallone as the title character, with Carl Weathers as former boxing rival Apollo Creed, Burgess Meredith as Rocky's trainer Mickey, and Talia Shire as Rocky's wife, Adrian.

Rocky's opponent is James "Clubber" Lang, played by Mr. T. Lang is a younger and more aggressive boxer than Rocky. He is brash, arrogant, outspoken, and immensely strong. This role made Mr. T an icon, leading to him being one of the first elements outlined for The A-Team television series. The film also features professional wrestler Terry "Hulk Hogan" Bollea as the supporting character "Thunderlips". This role brought Hogan to the attention of a widespread audience.

The film's theme song "Eye of the Tiger", was written by the group Survivor at the request of Stallone, and became a smash hit single, topping the US Billboard music charts and received an Academy Award nomination for Best Original Song.


The film begins by showing the end of Rocky II, where Rocky becomes the new champ. An opening scene follows showing Rocky preparing for his first title defence, which he wins. He is then shown beating nine other contenders, to include the best boxer in the US Army. Rocky also travels to places such as Europe where he KOs the West German champ, further increasing his fame. Adrian is also seen accompanying her husband in such famous prizefighting venues as Las Vegas, where she cheers her husband in one of his title defences at Ceasar's Palace. As his fame grows, so does his wealth, as Rocky lands endorsement after endorsement. Meanwhile, James "Clubber" Lang (Mr. T), a ferocious new boxer is rapidly climbing the ranks. His method of fighting is so extreme that he is often being warned of disqualification by the referees. Lang's fights and training montages are interspersed by the fruits of Rocky's success, to include ads and an appearance on The Muppet Show. Lang is also seen in attendance at some of Rocky's title defence fights as an audience member to study his desired opponent. The film then forwards to 1981, four years Rocky has spent as champ. Paulie is unemployed and bitter about Rocky's meteoric rise, while tipsy in a bar he angrily snarls at a poster of Rocky encouraging people to donate to Easter Seals. Paulie stumbles out into a nearby video arcade, where his final straw is seeing a pinball machine with a Rocky theme. Paulie hurls a liquor bottle at the back-glass, resulting in his arrest. Rocky bails him out, where Paulie berates him for doing nothing for him. Rocky says he owes Paulie nothing, Paulie owes it to himself to become successful, but offers him a job on his crew to help out.

Mickey is in Rocky's corner for a fight with the pro wrestler Thunderlips. Mickey worries about such a fight harming his body, but Rocky protests it is for charity. The fight turns vicious and unruly, but Rocky manages to lay a headlock and even throw the wrestler out of the ring, wowing the crowd. However, there is trouble ahead as Clubber is also in the audience to study Rocky, and Mickey momentarily grasps his heart, strained by the stress of the fight.

A huge crowd of adoring fans with a brass band hails Rocky unveiling a statue of himself at the steps of the Philadelphia Museum of Art, but the celebration hits a downturn when Rocky is publicly challenged by Clubber. Lang accuses Rocky of accepting challenges from lower quality boxers, but not him, the contender. After sexually harassing Adrian (Talia Shire), Lang's challenge is accepted.

Rocky's trainer Mickey (Burgess Meredith) initially wants no part of it and admits to the champion that Lang was right. Rocky at first thinks some of the earlier contenders took dives, but Mickey says not that, rather he handpicked opponents who were good, but not vicious in order to ensure Rocky would not damage his health, as Apollo Creed had given him such a beating it was thought he would never box again. Mickey also informs Rocky that Lang is young and hungry and that Rocky has no chance of beating him, as he has not retained his edge as a fighter. Mickey says that constantly losing boxers keep up their edge, but with Rocky's capture of the belt, he soon suffered the worst fate to befall a boxer: with all his prestige and success, "you got civilized". Mickey says there is no shame in retirement, as "generals retire, presidents retire, and horses retire" remarking how even Man O'War ended his life peacefully, but Rocky insists on one more fight with Mickey.

Rocky manages to convince Mickey to train him regardless, but (in an antithesis of the first film's training scenes) Lang is shown with a disciplined regimen working out in solitude in a squalid building, using odds and ends as training equipment, while Rocky has rented a hotel lobby where his training camp is filled with fanfare, trinkets being sold and autograph hounds vying for his attention, to which Mickey weakly protests this Vegas-style atmosphere is "like a circus" and wants to go to his gym, but Rocky says they should go out in style. While it is evident which fighter is more serious, Rocky is shown doing a little bit of serious training, and as the fight is around the corner Mickey says Rocky is ready.

Lang and Rocky meet at Philadelphia's Wachovia Spectrum. During a melee before the fight, Mickey is shoved out of the way by Lang and suffers a heart attack. A now distraught Rocky wants to call the fight off, but Mickey angrily urges him on while he stays in the dressing room. Apollo Creed is a guest commentator, but when he comes out to wish the better man success, Lang snarls that Creed is a disgrace and that after Rocky, he wants Creed, causing Creed to remark to Rocky "do us all a favour and drop this chump". By the time of the fight, Rocky is both enraged and severely distracted by his mentor's condition. The fight begins with Rocky pounding Lang with several huge blows, going for an early knockout, but the stronger and better prepared Lang is unfazed and quickly takes charge, dominating Rocky and knocking him out with a haymaker in the second round. Beaten, Rocky makes his way back to the dressing room and to the dying Mickey. Kneeling at his side, Rocky speaks to his friend, telling him that the fight ended in the second round by a knockout, which Mickey misinterprets as a win for Rocky, and remarks "I love ya, kid", shortly before he expires. Rocky bawls that he lost the fight and he needs Mickey to train him, and for him not to die. Afterwards, Adrian and Rocky are interring Mickey's casket in a mausoleum, and an angry and depressed Rocky goes to his statue, now devoid of fanfare. Rocky angrily throws his motorcycle helmet at the statue.

Stopping by Mickey's closed gym, Rocky is confronted by his former nemesis Apollo Creed (Carl Weathers) who offers to help train him for a rematch with Lang in exchange for "a big favour." Creed takes Rocky to Los Angeles. Apollo says his reason is "back to basics", which is where he started as a young fighter himself. He says they will be training at the "Tough Gym", a squalid gymnasium in the ghetto owned by Tony. Rocky and Adrian stay at the "Hotel Rossyln", a flophouse close to the Tough Gym. Creed says these are the same places he trained and lived in his early athletic career, and they need to get "back to basics". At first, Rocky is too demoralised to put forth serious effort, which frustrates Creed. His problem is a combination of fear of Clubber's ferocity and Mickey's subsequent death. Rocky is having nightmares of a slow-motion recreation of the last fight, where Clubber is roaring like a bear as he delivers the knockout punch. When running one day, Creed is frustrated that Rocky is dogging it. Adrian is the one to hearten Rocky by saying he was not responsible for Mickey's heart, and that he beat the earlier ten title defences by himself. No matter what happens, they will still be married. Rocky starts pouring himself into Creed's training, doing new methods such as swimming to build up his endurance, with Creed now heartened that Rocky is giving it his all. The end of the training shows Rocky overtaking Apollo in a sprint on the beach surf, then the two men hugging in joy as Apollo says Rocky has "graduated" his program and is prepared to fight Lang again.

The rematch is held at Madison Square Garden in New York City, with Creed serving as Rocky's manager and Tony and Paulie being the cornermen. At the start of the fight, Rocky sprints from his corner, fighting with a level of skill and spirit that no one including Lang expected. As a result, Rocky completely dominates the first round, demonstrating his new-found speed. After the bell, Lang is in a fit of rage over what has just happened and has to be restrained by his trainers. In the second round, Lang gains the upper hand, and Rocky adopts an entirely different strategy that bewilders Apollo by intentionally taking a beating from Lang, and even gets knocked down at one point but manages to get up before he is counted out whilst taunting Lang for being unable to knock him out. However, during the bell after the second round, Apollo and Tony become annoyed with Rocky, warning him not to deviate from their program they worked so hard to train Rocky with.

In the third round, Lang (who is used to winning fights swiftly with knockouts in the early rounds) becomes increasingly angry and quickly exhausts his energy trying to finish Rocky off with repeated knockout blows, most of which miss the newly-agile Rocky entirely. Rocky taunts the champion in order to psych him out and the aggressive Lang is infuriated. He attacks even harder walking right into Rocky's trap. The tide turns and Rocky is able to overpower the winded and outboxed Lang, landing blow after blow and dodging attempted punches before knocking him out and re-gaining the heavyweight championship of the world.

Afterwards, Apollo calls in his "big favour": a private rematch with Rocky. The fight takes place with no spectators in Mickey's gym. However, the third fight between Creed and Balboa is more tame in nature, being more of a sparring match between friends. The film ends with the two fighters freezing into an oil painting, showing the two men punching at the same time, akin to excellent boxers' equal skill.


In addition to the main cast several others had cameo appearances. Bill Baldwin and Stu Nahan returned as the fight commentators for the two Rocky-Lang fights. Veteran ring announcer Jimmy Lennon was the ring announcer for the first Lang fight, while boxing judge Marty Denkin was the referee. Lou Filippo returned for his third appearance as a referee during the second Lang fight. Dennis James appeared as the announcer for the Rocky-Thunderlips match, while LeRoy Neiman was the guest ring announcer.

Other media


A novelisation by Robert E. Hoban was published by Ballantine Books in 1982[1].


  1. "Eye of the Tiger" (by Survivor) – 3:53
  2. "Take You Back (Tough Gym)" – 1:48
  3. "Pushin'" – 3:10
  4. "Decision" – 3:20
  5. "Mickey" – 4:42
  6. "Take You Back" – 3:37
  7. "Reflections" – 2:05
  8. "Gonna Fly Now" – 2:52
  9. "Adrian" – 1:42
  10. "Conquest" – 4:40
  • Frank Stallone – vocals (2, 3, 6)
  • Ray Pizzi – sax (3)
  • Jerry Hey – trumpet (3)
  • Vincent DeRosa – French horn (5)
  • Mike Lang – piano (5)
  • DeEtta Little, Nelson Pigford – vocals (8)

The version of "Eye of the Tiger" that appears in the film is actually a demo—the "finished" version is what appears on the soundtrack. Also missing from the soundtrack is the instrumental version of the song played when Rocky is training in Apollo's old gym.


Critical reception

Rocky III received a mixed to positive reception from critics and fans alike. The film holds a 60% "Fresh" rating on the review aggregate website Rotten Tomatoes.[2]

Box office performance

Rocky III was an enormous box office success. It surpassed the domestic gross of its predecessor Rocky II,[3] and became the fourth highest grossing film of 1982.The film grossed $16,015,408 in its opening weekend[4] and $125,049,125 domestically during its theatrical run.[5]


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