The ambiguity of “Rocky III” (1982)…


40 Years Ago

In the summer of 1982, I saw my first theatrical “Rocky” movie, “Rocky III.” I’d already seen the first two on TV and home video, but seeing them on a big screen with an audience was a lot more engaging. It was also one of the few movie franchises my dad and I could enjoy together (besides Spielberg movies, like “JAWS” and “Close Encounters of the Third Kind”). While this second sequel to the Oscar-winning “Rocky” is a lot more comic book than, say, Martin Scorsese’s “Raging Bull,” it’s a great popcorn flick. That’s how it seemed to me at the time, and for years afterward.

“I want Balboa! I want Balboa!”
Clubber Lang (Mr. T) knocks out yet another challenger in an opening sequence that shows his steady ascendence.

One of the curious things about getting older is an almost inevitable the shift in perspective. Things that were once morally black and white get—like my hair—a bit more gray. In the Rocky movies, Rocky Balboa (Sylvester Stallone) was always the underdog, the good guy audiences root for by default. “Rocky III” craftily manipulates circumstances to make Rocky an ‘underdog hero’ once more, even when he’s no longer the poor guy from Philly with a million-to-one shot at the title. Even as a family man who’s achieved his dreams, and could easily afford to retire, Rocky pulls out the gloves once more to defeat a powerful up-and-comer named James “Clubber” Lang (Mr. T, in a star-making debut performance).

I realize this column deviates from my usual sci-fi/fantasy/horror diet, and I beg my readers’ indulgence, as I take a closer look at “Rocky III,” along with a few nagging issues I have with this otherwise rousing crowdpleaser. As the quintessential Rocky movie, “Rocky III” has all the ingredients (defeat, rematch, death, happy ending, etc), but is the ending of “Rocky III” the best possible outcome?

Core Characters

Rocky, Paulie and Mickey look on as Rocky faces a pro-wrestler in a charity bout that goes horribly wrong–or right?

Save for the new, and in some ways, better “Creed” films, the Rocky movies have a core of characters who are either present or heavily referenced throughout the franchise’s run (1976-2006). I’d like to delve into each of them, and how their stories connect with my disconnect over “Rocky III”; a movie I once enjoyed without question, but have since come to see nagging issues with over the years…

Rocky Balboa

Rocky Balboa (Sylvester Stallone) is the iconic movie hero created at a time when such corny heroes were considered passé in the post-“Godfather”/pre-“Star Wars” era of the antihero. In the first film he is a mafia leg-breaker, with a pair of pet turtles, who earns barely enough money to live in a Philly slum. Through his name alone (“The Italian Stallion”) he is given a novelty shot at the title in what was expected to be a New Year’s Eve exhibition match against the heavyweight champion, Apollo Creed (Carl Weathers), who is modeled on the colorful (and beloved) world heavyweight champion, Muhammad Ali. In the first “Rocky” film, Rocky manages, against all odds, to go the distance with Creed, shocking the world. Rocky doesn’t technically win, but he still manages a major upset. In the sequel, “Rocky II,” he wins the belt in a narrow defeat of Creed.

Note: Rocky going the distance with Creed (twice) would be quite a feat, especially in the days when such matches were 15 rounds, not the current 10-12.

Rocky and Adrian, basking in material wealth, lose themselves a bit in the process.

Which leads us to the “Rocky” we meet in the third movie; a rich man, living in a mansion, awash in material goods, including a fleet of cars, motorcycles and other toys. His wife, Adrian, and young son Robert, want for absolutely nothing. As the title song “Eye of the Tiger” tells us during the opening montage, success has spoiled Rocky Balboa; it’s turned him a bit soft, and even arrogant. Yes, the reformed leg-breaker from the slums of Philly is still a nice guy, who does a great deal for charity (including taking a beating from Hulk Hogan), but he’s been thoroughly seduced by fame and wealth. None of this is exactly a secret, as both the opening song and its accompanying montage efficiently tell the story of how Rocky has lost his edge.

Giving his all for charity, Rocky agrees to get his ass kicked by pro-wrestler “Thunderlips” (Terry Bollea, aka “Hulk Hogan”).

Note: The song, “Eye of the Tiger,” which is played more than once in the film, and is even referenced in dialogue by the characters, was written and performed by “Survivor.” The group would also record another song for “Rocky IV” (“Burning Heart”). In the second Rocky movie, we saw Rocky identifying with tigers, as he bought himself a tiger-print jacket and he walked by the tiger pen at the Philly zoo with Adrian, just before he proposed to her.

“Don’t give that sucker no statue–give him guts!”

The first act of the movie sees a 34-year old Rocky at a press event for the unveiling of his statue near the Philadelphia Museum of Art, where he used to train for his matches by running up and down its gravitationally-challenging steps. At the presser, Rocky announces his plans to step down and retire. Attending the event is top-rank contender Clubber Lang, a young up-and-comer who demands a shot at the title before Rocky retires. Rocky, shielded by both fame and his manager Mickey’s deliberate machinations, is unaware of Clubber’s resentment. Before he can blindly agree to fight Clubber, Mickey quickly (and strategically) shuts down the possibility. Rocky’s team is doing the very opposite of what Apollo Creed’s did in the first movie, by refusing to give a legitimate, top-ranking contender a shot at the title. Hell, Rocky wasn’t even a contender when Apollo gave him his novelty shot—he was just an interesting name in a book of amateurs. As Mickey later comes clean with Rocky, he says that Clubber Lang is a “wrecking machine”; a rising star who’s plowed through each of his opponents in a matter of minutes. Mickey believes that Rocky should step down, rather than risk such public humiliation.

Note: For context, 34 was considered a solid retirement age for a boxer in 1982, before George Foreman made a surprising return to the ring at age 38 in 1987. Such ageism took another beating 11 years later, as astronaut and US Senator John Glenn returned to space aboard the space shuttle Discovery at age 77; a record later shattered in 2021 when actor William Shatner took a recent suborbital hop aboard a Blue Origin spacecraft at age 90.

Rocky goes light on his training regiment, arrogantly assuming an easy win against Clubber.

Rocky’s ego, however, can’t stand the idea of a challenge going unmet. Believing his own press, Rocky thinks Clubber is just another title defense, wildly underestimating this rising challenger. To that end, Rocky’s training regiment is a joke; little more than a PR stunt, fueled by adulation from the press and his fans. Needless to say, Rocky’s lack of attention to his craft allows Clubber to hand his ass to him on a plate in two rounds. Yes, Rocky was also distracted by his manager Mickey’s sudden, fatal heart attack, but that wasn’t entirely the reason for his humiliating defeat; Rocky let himself down. Later, after Mickey’s funeral, former rival Apollo Creed—still stinging after his own loss to Rocky three years earlier—makes the brooding ex-champ an offer to train him in return for an undisclosed ‘favor.’

Rocky wins the rematch, leaving the 34-year old champion back on top. Everything is returned to status quo. But was it fair to have Clubber vicariously fighting his way through two former heavyweight champions at once? Yeah, more on that point later…

Mickie Goldmill

Mickey Goldmill (Burgess Meredith) is the ill-tempered old pug who ran a gym in South Philly, and who became Rocky’s manager and father-figure in the first three Rocky movies. From the beginning, Mickey’s intentions with Rocky were once pure and noble; to turn this undisciplined club fighter into the skilled combat machine that Mickey himself never was. In return for his help, we see that Mickey became part of Rocky’s family, even living in Rocky’s mansion. However, somewhere along the way, corruption settled in.

Mickey failure to disclose his heart issues to Rocky is not entirely surprising, since Rocky’s beloved manager has been less-than-honest with his client in other ways, too.

Mickey began carefully arranging matches by having Rocky fight only those contenders who weren’t serious threats. Just shy of rigging the fights, Mickey was “protecting” Rocky, and keeping him away from Clubber Lang—in whom Mickey sees Rocky’s former hunger. Distracted by fame, expensive toys, charity matches and who-knows-what-else, Rocky was somehow unaware that Clubber Lang—the number one-ranking heavyweight contender—even existed until they finally meet at Rocky’s statue ceremony. It’s only after Clubber taunts him at the unveiling when Rocky finally confronts Mickey, only to learn that Mickey has been “carrying” him (handing him the easier matches) in order to keep his client in nice things. Since Mickey was living at the Balboa residence, it’s fair to say he was self-motivated, as well. Against his better judgment, Mickey agrees to train Rocky for one last title defense against Clubber…

Mickey’s death is a shock to Rocky, but not just for the grief; it’s a shock as Rocky falls back to Earth, too.

The night of the fight with Clubber, Mickey suffers his fatal heart attack, leaving Rocky distracted and grief-stricken. That grief devolves into self-loathing, when Rocky realizes that maybe he wasn’t as good as he led himself to believe. Mickey’s passing removes a barrier to the truth; Rocky has been carried. His humiliating loss to Clubber only proves that. The only other person who understands Rocky’s predicament is, ironically, the very man Rocky defeated to gain his championship…

Note: Mickey’s death scene, coupled with absolutely incredible acting by both longtime character actor Meredith (“Of Mice and Men”) and writer/actor/director Stallone, is easily the most powerful moment in the film, if not the entire Rocky franchise.

Apollo Creed

With Mickey gone, Rocky is unexpectedly aided by former heavyweight champion and bitter rival, Apollo Creed (Carl Weathers). Unlike Mickey, who may have had his own self-interests to keep Rocky on top, Apollo is vicariously reliving his own defeat from Rocky by training him to defeat Clubber. The only ‘favor’ he demands of Rocky is a private rematch, just the two of them, alone in the gym, at the very end of the movie. The last frame of “Rocky III” sees Apollo and Rocky simultaneously punching each others’ heads, as it transitions into an expressionist LeRoy Neiman painting during the credits. It’s implied they’re an even match now, since Apollo has trained Rocky himself.

Note: Famed pop impressionist artist LeRoy Neiman (1921-2012), with his trademark handlebar mustache, also cameos as a ring announcer during Rocky’s earlier charity bout with pro wrestler “Thunderlips,” played by Hulk Hogan (aka Terry Bollea).

Apollo and Rocky watch footage of the Clubber lang win to determine exactly where Rocky went wrong.

Training with the much younger, and far more athletic Apollo instead of Mickey is problematic at first, since Rocky is too haunted by both Mickey’s death and his own humiliating defeat. To his credit, Apollo helps to motivate his new client by quietly enlisting Rocky’s wife Adrian to the cause. Adrian then gives her husband a rousing, motivating speech on the beaches of Southern California (where Apollo hails from). Handing the motivation baton to Adrian, whether done consciously or not, is just one of the ways that Apollo’s training differs from Mickey’s. Mickey used to insist that Rocky’s personal life stay out of his training, whereas Apollo recognizes that motivation comes from loved ones. A lesson learned when Apollo shut out his own wife and family in “Rocky II” (1979), just before he lost to Rocky.

Apollo and Rocky “flying high now…”
One of the shots in the movie that arguably inspired the slo-mo beach running of “Baywatch” a few years later…

In addition to Adrian’s “win one for the Gipper” speech, it seems that having a contemporary as his coach seems to reinvigorate the depressed Rocky. As Rocky’s arguable equal (or superior), Apollo is able to train right alongside him, teaching the Italian Stallion quite a few new tricks (including better timing and footwork). All of this makes for great training montages, yes, but the issue I have with it is the unfair advantage of employing the skillsets of two heavyweight champions against one boxer; a boxer who’s gotten where he is through raw, natural talent. Yes, I get it; Clubber Lang is unsportsmanlike. Clubber is mean. Clubber isn’t champion material. So, I guess it’s a good thing that Apollo Creed had no such morality clauses when he chose a two-bit mafia debt-collector from the slums of Philly to be his contender in the original film?

My own pic of Carl Weathers, taken this past May, 2022, at the Star Wars Celebration in Anaheim, California.

Note: I was lucky to have met Carl Weathers in person, at the Star Wars Celebration in Anaheim this past May (2022). The man has aged, in his own words, “like a fine wine” (to which he chuckled afterward). The man has a powerful charisma that is almost tangible. Weathers was at the Star Wars event because of his recent work with Disney’s Star Wars series, “The Mandalorian” where he plays bounty contractor Greef Karga, and has directed some episodes as well. Of course, I had him sign a photo of Apollo Creed, because that’s my touchstone for him. Carl Weathers is a delightful, charming, and talented man.

Adrian Balboa

Adrian (Talia Shire) and husband Rocky feel threatened by the outspoken (but not necessarily wrong) Clubber Lang.

Adrian (Talia Shire) has a somewhat diminished role in this film, compared to the first two movies, but at least she gets that one rousing speech on the shoreline, where she shakes her melancholy husband out of his stupor and, with Apollo’s help, helps Rocky rediscover his “eye of the tiger” (there’s that song again…). Sans glasses, wrapped in furs (not so cool), and with her hair nicely coiffed, Talia Shire’s Adrian is now a far cry from the mousy girl who worked at the pet shop in the first two films. Having broken free from her crippling shyness, Adrian’s gained a new (and very welcome) outspokenness, too.

Note: Despite her iconic role as Adrian Balboa (“Yo, Adrian…”), Talia Shire (nee: Coppola) will always be ‘Connie Corleone’ from “The Godfather” movies (1972-1991), which are close to my heart. Shire took her married name from her first husband, composer David Shire, who did the score for 1984’s “2010: The Year We Make Contact.”

Paulie Pennino

Burt Young brings his Shakespearean training to bear on his almost-Falstaffian role of “Paulie,” Rocky’s best friend from the old neighborhood, and current brother-in-law.

Shakespearean actor Burt Young once again plays Paulie, Rocky’s best friend (and brother-in-law) from the streets of Philly. In the first two films, we saw Paulie (who works in a meat-packing plant) pressuring his pal Rocky for a debt-collecting job with the local mob boss, Gazzo (Joe Spinell), for whom Rocky used to work. In the opening act of “Rocky III,” a jealous, drunken Paulie smashes a pinball machine (bearing Rocky’s likeness) at a local arcade, leading to his arrest. Rocky quietly bails him out, and after some aggressive prompting, finally gives Paulie a job as one of his cornermen. For the rest of the movie, Paulie is played mainly for comic relief, usually making grossly inappropriate (and wildly racist) remarks for laughs. Paulie is the kind of relative everyone dreads at family get-togethers.

Note: Burt Young is a classically-trained Shakespearean actor, and his training shows in the Falstaff-like way he portrays the boorish Paulie, while still managing to show moments of depth and pain.

Clubber Lang: the Movie’s Antihero?

Clubber Lang’s prediction for the rematch, after he begins to warm up to the press.

What apparently makes Clubber Lang (Mr. T, in a stunning debut) so despised by everyone (including the manipulated audience) is that he’s mean, brutal, and arrogant beyond belief. Before the first fight with Rocky, we see that Clubber refuses to play the usual games, such as posing for shutterbugs, or talking to the press. Instead, he smashes their cameras. Clubber even makes a crude, lewd remark at Adrian during Rocky’s statue unveiling, just to get under Rocky’s skin (it works). The movie tells us in bold type that Clubber doesn’t deserve to win. In pro-wrestling, he’d be the ‘bad guy’; the one with the phony Russian name, or the red leotard. Never mind his undefeated record, his raw power, or his number one ranking, Mickey singlehandedly decides that Clubber is too dangerous to face Rocky. Rocky, however, coerces Mickey into training him “one more time.”

At Rocky’s statue unveiling, Clubber Lang lays it all out for the press. He even makes a lewd comment to Adrian in an attempt to get Rocky’s goat–spoiler alert; it worked. Clubber is crude, but also shrewd.

Before their first bout, Clubber trains as Rocky used to; alone, in his Chicago neighborhood, with no entourage or onlookers to distract him. Clubber has the exact kind of fortitude and determination that Rocky once demonstrated in the first two films. In fact, Clubber’s story parallels Rocky Balboa’s in every way, except that he’s not some lovable, Italian-American palooka; he’s a honed, talented, highly-motivated, no bulls#!t Black man—something perceived as a threat to the movie’s status quo. Mickey is clearly aware of the danger Clubber poses to Rocky’s championship status, hence his quiet campaign to keep Rocky and Clubber apart as much as possible. Unlike Team Apollo, which generously gave an underdog club fighter a shot at the heavyweight title once, Team Rocky has been selfishly choosing to prevent any real threat to the champ’s status—even barring a legitimate title defense against the number one-ranked contender. So, does anyone else still wonder why Clubber is so angry?

Clubber wins the heavyweight title in the first half of the movie, but instead of cheers, he’s met with boos from the audience.

Before the first matchup between Rocky and Clubber, Mickey has his heart attack. He manages to hang on long enough for Rocky to say goodbye, but dies before paramedics can arrive. Some fans say Clubber caused Mickey’s death, since he accidentally shoved the old man at one point before the fight. However, Mickey showed clear signs of a heart condition well before the fight, specifically at Rocky’s earlier charity bout with the wrestler. If anything, it could be argued that the stress of being forced to train Rocky for one last match (against Mickey’s better judgment) may have played a more direct role in Mickey’s demise. Mickey begged Rocky to retire. Yes, Mickey was most likely looking out for his own interests, as well as his client’s, since he knew his heart couldn’t stand the strain of preparing Rocky for this un-winnable fight. Needless to say, Clubber beats Rocky to a bloody pulp before the third round. However, when Clubber wins the heavyweight championship, he’s not cheered on or celebrated; instead, he is booed and jeered. Again, I ask; is it any wonder why Clubber Lang is so angry?

The unstoppable Clubber Lang is finally knocked out, as the victorious Rocky wears Apollo’s red, white and blue trunks. Rocky now seems even more symbolic of the American status quo, while his black-clad opponent lies on the mat.

Rocky works hard to find his ‘eye of the tiger’ once again, and his training with former foe Apollo Creed pays off. The two heavyweight champions combine their skillsets to defeat the usurper, Clubber Lang, whose greatest crime is that he was too powerful an opponent. Interestingly, before his rematch with Rocky, we see a much calmer Clubber talking to the press, indicating that he was becoming more ‘people-friendly’ after winning the title. Perhaps his earlier rough edges were smoothing out? However, Clubber Lang was a threat to the comfort and status of Rocky Balboa—who allied himself with another wealthy ex-champion to keep a rising star down. Two champions against one contender; not very sportsmanlike…

Note: Interesting that the character of Clubber Lang is known for his bad attitude. A year later, Mr. T would famously land a part as Sgt. Bosco Albert “Bad Attitude” Baracus in the ensemble action comedy, “The A-Team”; a role that would endear him to many Gen Z and Millennial fans who grew up on 1980s TV. So popular was Mr. T at the time, in fact, that he famously posed as Santa with Nancy Reagan on his lap (!) and even had his own Saturday morning cartoon series, “Mister T” (1983-5). Mr. T’s performance in “Rocky III” makes for an incredible cinematic introduction.

Split Decision: Rocky or Clubber?

Obviously, the movie stacks the deck in Rocky’s favor, since Sylvester Stallone is writer, director and star. This is his franchise. Of course Rocky is going to win. Stallone’s earlier tenacity and faith in the first film handsomely paid off for him, and that’s as it should be. Despite the fact that Rocky once worked as a mafia hood in the first film is more or less forgotten by the third, and he’s now a “people’s champion,” even after fame and fortune have clearly gone to his head. But what about Clubber Lang? A young, ambitious, talented fighter is dethroned shortly after winning the title because he’s not nice enough? What does being nice have to do with pure athletic prowess?

The challenger and the champ; raw ability vs. playing the part.

A few years after Rocky III debuted in 1982, an equally powerful (and equally brutal) young boxer named Mike Tyson won the heavyweight title at age 20. Tyson wasn’t charismatic or noble like Muhammad Ali, nor was he as lovable as George Foreman (whose highly marketable electric grill is a mainstay in my kitchen). Tyson may not have been a people’s champion in the traditional sense, but his prowess as a boxer was undeniable; never mind his troubled personal life. I’m not defending any of Mike Tyson’s actions (certainly not his rape conviction), but his formidable boxing ability cannot be denied.

Adonis “Donnie” Creed (Michael B. Jordan) seeks out the mentorship of Rocky Balboa, in “Creed” (2015).

What if Rocky had simply taken Mickey’s advice and stepped down? What if he reached out to up-and-comer Clubber Lang in the same spirit of generosity with which Apollo Creed reached out to him? This premise later became the backbone of the Rocky-universe “Creed” movies, starring Michael B. Jordan as Adonis Creed, the son of the late Apollo Creed (who’s killed off in “Rocky IV”, one of the dumber “Rocky” sequels). In the first two “Creed” movies, we see Rocky playing Mickey to Adonis, eventually training him to a world heavyweight championship.

I only wonder how Clubber Lang’s future might’ve looked if he had a similar angel on his shoulder?

Where To Watch

“Rocky III” is available on BluRay/DVD from (prices vary). The movie can also be streamed/rented from PrimeVideo, Vudu, iTunes, and YouTube Premium. Go for it.

Images: MGM/UA

9 Comments Add yours

  1. Definitely a very interesting, insightful analysis. I’ve always had this vague nagging feeling that there was something a little “off” about Rocky III, and I think you helped to articulate what was subconsciously bothering me about the movie.

    1. Thank you so much, Ben.
      It nagged me for years.

  2. Interesting piece.

  3. Ted says:

    I haven’t seen “Rocky III” since it came out, but it seems to me that Clubber Lang was a one dimensional character with no redeeming qualities. Even though he and Rocky had similar backgrounds, Clubber was motivated by sheer hatred of Rocky, while Rocky in the first couple of films never really hated Apollo. He just wanted a shot at beating a champion. To me, it was Clubber’s lack of sportsmanship that made him the villain of the movie.

    1. I used to think that too, until I watched it again for this column.

      Clubber resented Balboa for the calculated way his management kept him from a legitimate match.

      Clubber was the number one-ranking contender, but Mickey deliberately avoided booking him, because he knew Rocky couldn’t win.

      It’s less hatred than an understandable resentment

      1. Py Korry says:

        Yes, hatred is probably the wrong word. His resentment was pretty much his driving force. It would have been interesting if his character had more humanizing moments — just to show that he was more than just “I gotta beat Rocky.” Then again, after reading your analysis, maybe I ought to watch the film one more time. 😀

      2. Give it a try. Still a very entertaining flick, so long as you don’t ask too many questions, like I tend to do… 😉

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