Rocky III is a 1982 American sports drama film written, directed by, and starring Sylvester Stallone. It is the third installment in the Rocky film series, and the second in the franchise to be directed by Stallone.

The movie features returning co-stars Carl Weathers, Burgess Meredith, Talia Shire, Burt Young and Tony Burton. Rocky III also marks the film debuts of Mr. T as James “Clubber” Lang, and of professional wrestler Hulk Hogan as the supporting character “Thunderlips”.

Rocky III is the first installment in the series to be distributed by MGM/UA rather than United Artists alone, after United Artists’ amalgamation into MGM in 1980.

The film’s main theme, “Eye of the Tiger“, was written by the group Survivor and became a smash hit single, topping the U.S. Billboard charts and receiving an Academy Award nomination for Best Original Song.

Three years after winning the heavyweight championship against Apollo Creed, Rocky Balboa has had a string of ten successful title defenses. His fame, wealth, endorsements, and celebrity profile have increased, leading him to participate in an exhibition charity event against the world wrestling champion, Thunderlips (Hulk Hogan).

Rocky’s manager, Mickey, worriedly eyes a young and powerful contender rapidly rising through the ranks named James “Clubber” Lang. While unveiling a statue of himself at the stairway by the Philadelphia Museum of Art just prior to announcing his retirement, Rocky is publicly challenged by Lang, now the number-one contender. Lang accuses Rocky of intentionally accepting challenges from lesser opponents, and goads Rocky into accepting his challenge for a championship fight.

Mickey initially wants no part of it. Pressed by Rocky, Mickey confesses that he handpicked the opponents for Rocky’s title defenses in order to spare him from another beating of the kind that Creed gave him in their rematch. He explains that Lang is young and powerful, and most of all he’s “hungry”, and that Rocky won’t last three rounds, because he has lost his edge (the “eye of the tiger”) and became “civilized”. Rocky, not wanting to retire and now knowing that he never really defended his title against the best opponents, convinces Mickey to work with him for one last fight. Despite his promise to Mickey, Rocky trains in a Las Vegas-style training camp that is filled with distractions, and is clearly not taking his training seriously. In contrast, Lang trains with ruthless determination and vigor.

Lang and Rocky meet at Philadelphia’s Spectrum. In a brawl backstage, Mickey is violently shoved by Lang, causing Mickey to suffer a heart attack which later proves fatal. Distraught, Rocky wants to call the match off, but Mickey urges him on while he stays in the dressing room. By the time of the match, Rocky is both enraged and severely distracted by his mentor’s condition. The match begins with Rocky pounding Lang with several huge blows looking for an early knockout, but he cannot put Lang down due to his own lack of conditioning. The bigger, stronger, and better-prepared Lang quickly recovers and takes charge, dominating Rocky and knocking him out with a haymaker left hook in the second round, winning the heavyweight championship. After the match, Rocky tells an exhausted Mickey that the match ended in a second round knockout without saying who the victor was. Mickey falsely believes Rocky won and then peacefully succumbs to his heart attack. Rocky, lapsing into severe depression, mourns over Mickey’s death.

Stopping by Mickey’s closed gym, the forlorn Rocky encounters his former nemesis, Apollo Creed, who witnessed the match as a guest analyst. Creed offers to help train Rocky for a rematch against Lang in exchange for a future favor. At first, Rocky is too distracted and demoralized to put forth his best efforts, infuriating Apollo, but he regains his momentum after Adrian helps Rocky come to terms with Mickey’s death. Apollo then trains Rocky at the gym where he once trained, Tough Gym in Los Angeles. Creed infuses Rocky’s brawling style with more of Apollo’s trademark footwork, skill and speed to become a more complete fighter.

The rematch takes place at Madison Square Garden. Apollo lends Rocky the American flag trunks that he once wore during their first match. At the outset of the match, Rocky sprints from his corner, battering Lang with a level of skill and spirit that no one ever expected. Rocky completely dominates the first round, leaving Lang enraged and bewildered after the bell. Lang gains the upper hand in the second round, and Rocky adopts an entirely different strategy that bewilders Apollo by intentionally taking a beating from Lang, even getting knocked down twice, all the while taunting Lang that he cannot knock him out. By the third round, Lang, who is used to winning matches swiftly with knockouts in the early rounds, becomes increasingly furious over Rocky’s taunts. He quickly exhausts his energy trying to finish Rocky off with repeated knockout blows, which Rocky blocks or dodges. With Lang rattled and vulnerable, Rocky seizes the opportunity to finish off Lang with a flurry of punches culminating in a brutal knockout, reclaiming the heavyweight championship.

Afterwards, Rocky fulfills Apollo’s favor: a private rematch with him at Mickey’s gym. However, this time, they are fighting in the spirit of friendly competition rather than as fierce rivals. The film concludes with both fighters throwing their first punch simultaneously.

Cast

• Sylvester Stallone as Robert “Rocky” Balboa, “The Italian Stallion”: the heavyweight champion of the world who continues to defend his title against other fighters. When Lang challenges Rocky and wins, the public cries for a rematch. As Rocky is reluctant following Mickey’s death, former rival, Apollo Creed, befriends and trains The Italian Stallion in his preparation to take on Clubber Lang.
• Talia Shire as Adrian Balboa: Rocky’s wife and supporter throughout his boxing career.
• Burt Young as Paulie Pennino: Rocky’s friend and brother-in-law.
• Carl Weathers as Apollo Creed: former heavyweight champion and rival to Rocky, who agrees to train him after the death of Mickey. In the process, the two become very close friends.
• Burgess Meredith as Mickey Goldmill: Rocky’s friend, manager and trainer, who unexpectedly dies; a former bantamweight fighter from the 1920s and the owner of the boxing gym where Rocky trained for his first fight against Apollo.
• Tony Burton as Tony “Duke” Evers: Apollo Creed’s father figure, friend, trainer, and manager, who helps Apollo train Rocky.
• Mr. T as Clubber Lang: The underdog challenger who beats Rocky in a championship fight, amidst the unexpected death of Mickey. The public’s general dislike and lack of respect for him as Heavyweight Champion of the World leads to a rematch with Rocky. Orphaned at an early age, Lang spent most of his childhood on the streets of Chicago’s South Side as well as spending time in orphanages and juvenile facilities. As an adult, Clubber was sent to prison for five years for one count of a felony and/or assault charge. While serving his sentence, he discovered his talent as a boxer. Boxing was a way to let out his frustration, which leads to the events of Rocky III.
• Ian Fried as Robert “Rocky” Balboa, Jr.: Rocky and Adrian’s only child.
• Hulk Hogan as “Thunderlips”: The current world wrestling champion, who fights Rocky in a charity event.

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 and Jim Healy appeared as the commentators for the Rocky–Thunderlips match, while LeRoy Neiman was the guest ring announcer. Jim Hill was a TV announcer. A then unknown Morgan Freeman auditioned unsuccessfully for the role of Lang’s trainer. Footage of Stallone’s guest appearance on The Muppet Show was incorporated in the opening sequence, with Jim Henson dubbing Kermit the Frog‘s announcement that the episode’s guest was Rocky Balboa, rather than Stallone.

In preparation for film, Stallone claims to have got his body fat percentage down to his all-time low of 2.8% and weighed 155 lbs. He stated that he ate only ten egg whites and a piece of toast a day, having a fruit every third day. His training consisted of a two-mile jog in the morning followed by two hours of weight training, a nap during the afternoon followed by 18 rounds of sparring, another weight training session, and finishing the day with a swim.

A bronze statue of Rocky, called “ROCKY”, was commissioned by Sylvester Stallone and created by A. Thomas Schomberg in 1981. Three statues were created, and one was placed on the top of the steps of the Philadelphia Museum of Art for the filming of Rocky III. After filming was complete, a furious debate erupted in Philadelphia between the Art Museum and the City’s Art Commission over the meaning of “art“. Claiming the statue was not “art” but rather a “movie prop” the city considered various alternative locations and settled upon the front of the Spectrum in South Philadelphia. It was later returned to the Art Museum where it was used in the filming of Rocky V, as well as Mannequin and Philadelphia. Afterward, it was again moved to the front of the Spectrum. The statue was returned to the bottom of the museum’s stairs on 8 September 2006. The steps leading to the east entrance of the Philadelphia Museum of Art are also known as “The Rocky Steps.”

The third of the three statues was listed on eBay in early 2005, with a starting bid of $5 million. It was being auctioned to raise funds for the International Institute for Sport and Olympic History. It failed to sell and was listed again for $3 million; after receiving only one bid, which turned out to be fraudulent, it has been re-listed several times for $1 million. The statues weigh 800 pounds (360 kg) each and stand about 8.5 feet (2.6 m) tall.

Rocky III was an enormous box office success and surpassed the gross of its predecessor. The film grossed $16,015,408 in its opening weekend and earned $125,049,125 during its North American theatrical run, becoming the fourth highest-grossing film of 1982; its worldwide box-office earnings stand at around $270 million. Roger Ebert and Gene Siskel attributed the film’s success to the positive reaction from critics and audiences towards Rocky II and the production team’s “quality control” of that film. Siskel stated-

“if you want a hugely successful series, then make sure that the second one is a winner.”

Rocky III holds a 66% rating on the review aggregate website Rotten Tomatoes based on 35 reviews, with an average of 5.5/10. The film’s consensus reads, “It’s noticeably subject to the law of diminishing returns, but Rocky III still has enough brawny spectacle to stand in the ring with the franchise’s better entries”. The film is one of the few which has received the rare A+ grade from CinemaScore.

Gene Siskel gave the film two-and-a-half stars out of four and wrote-

“Sorry to say this, but there’s not anything new in Rocky III, and we sit there wondering why it exists.” He added that “we see nothing new about Rocky’s character, except that the tender side of his soul, which made him so appealing, is now virtually missing. Rocky Balboa in Rocky III is no longer likable.”

Pauline Kael of The New Yorker stated-

“The first Rocky was primitive in a relatively innocent way. This picture is primitive, but it’s also shrewd and empty and inept.”

Sheila Benson of the Los Angeles Times wrote-

“Somehow, Sylvester Stallone has kicked life into what you might imagine is a pretty tired Rocky Balboa and has gotten him up on his feet again … Rocky III works, possibly even better than numbers I and II.”

Rita Kempley of The Washington Post called it-

“as much fun as ever, a ground-meat-and-potatoes movie, with guys beating hell out of each other to a disco beat.”

Tom Milne of The Monthly Film Bulletin wrote-

“Starting off with a replay of our hero’s second miraculous return from the dead to win the championship back at the end of Rocky II—itself a virtual repeat from the original Rocky—Rocky III soon demonstrates that it has nothing to offer but more of the same … There are fleeting moments, thanks chiefly to a personable performance from Carl Weathers, but the time has surely come for Rocky Balboa to take the final count.”

Rocky III was nominated for both the Award of the Japanese Academy for Best Foreign Language Film and Best Motion Picture at the Image Awards. The film’s theme song Eye of the Tiger was nominated for Best Original Song at the Academy Awards, the BAFTA Film Awards and the Golden Globes. However, Mr. T was nominated for a Golden Raspberry Award for Worst New Star.

The film is recognized by American Film Institute in these lists:

• 2004: AFI’s 100 Years…100 Songs:
  • “Eye of the Tiger” – Nominated

Soundtrack

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 (Tracks 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.