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"So many times it happens too fast
Don’t lose your grip on the dreams of the past
You must fight just to keep them alive!"
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The one where Rocky fights Hulk Hogan and Mr. T.

Rocky III is a 1982 American film written and directed by, and starring Sylvester Stallone as the title character; the third installment in the Rocky film series.

Five years after the fight at the end of the previous film, Rocky has become the heavyweight champion and a major celebrity. Another young up-and-comer, Clubber Lang (played by the inimitable Mr. T) wants a shot at him, though, and the film contrasts Rocky's newfound cockiness with Clubber's intensity (a reversal of Rocky and Apollo's roles in the first film). Rocky loses his fight against the better-trained Lang just as his beloved mentor, Mickey, passes away — which leads to Apollo Creed offering to become Rocky's trainer. Apollo initially makes the offer just to get back at Lang, but over the course of their training, he and Rocky bond and become close friends. Rocky wins against Clubber in a rematch, and the film ends with a final match between Apollo and Rocky, though now only as a friendly spar.

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This was the film debut of Mr. T as Lang; and of professional wrestler Hulk Hogan as the supporting character "Thunderlips". 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 received an Academy Award nomination for Best Original Song.

The fourth installment in the series, Rocky IV, was released on 1985.


This film has the examples of:

  • 0% Approval Rating: During Clubber's brief tenure as World Champion it's clear nobody likes him. The audience boos him, the commentators are unflattering and someone even tries to heckle him, due to a combination of his jerkass personality and having knocked out the extremely popular Balboa.
  • Actor Allusion: Rocky's appearance on The Muppet Show is taken from Sylvester Stallone's actual guest appearance on the show. They just dubbed Rocky over his name.
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  • All There in the Manual: The novelisation gives Clubber Lang a backstory. As an orphan at an early age, he spent most of his childhood on the streets of Chicago's Southside, as well as time in orphanages and juvenile facilities. Later as an adult, Clubber was sent to prison for five years, for one possible count of a felony and/or assault charge. During his time being served he discovered boxing as a way to let out his frustrations and find his true talent.
  • Animal Motifs: Clubber's bizarre haircut, leather jacket, and feather earrings make him look like an animal, he paces in the locker room like a caged tiger, he roars when he throws a punch, and during the intro, a tiger's roar is played several times while the camera is on him.
  • Artistic License – Martial Arts: The Boxer vs. Wrestler match is treated like a real life vale tudo-esque match in the vein of Muhammad Ali vs. Antonio Inoki. The announcers even lampshade that kind of match by claiming that usually, when the wrestler grabs the boxer, the fight is over. However, the match itself, while certainly a real brawl in-universe, is choreographed like a professional wrestling bout, with the wrestler hitting all sort of "worked" moves and even receiving a chair shot from a cornerman.
  • Atrocious Alias: Thunderlips. His lips are made of thunder? Does he emit thunder when he kisses? A reference to his trash talking, bombastic personality? Whatever the truth might be, there were better names out there.
  • Badass Boast: Two very different examples.
    • Thunderlips the wrestler shouts one mid-match before nailing Rocky with a kneeling backbreaker.
    Thunderlips: I cannot break your soul, but I can break your head, and I'm gonna start breaking your back!
    • When asked his prediction for his second match with Rocky, Clubber responds thusly:
    Clubber: Pain.
  • Berserk Button: Rocky doesn't respond to Clubber Lang's taunts until the latter makes a crude pass at Adrian. Cue Rocky flipping out and trying to fight Lang right there.
  • Big Guy Rodeo: Thunderlips walks around, with Rocky clutching his neck from behind, while trying to get off the hold.
  • Boxing Lessons for Superman: An interesting version of this trope as the protagonist is already a boxer. Throughout Rocky and Rocky II, despite Mickey's coaching, Rocky had a very simple fighting style. While he had lots of talent, endurance and physical ability, he wasn't a refined pugilist and basically an Unskilled, but Strong Mighty Glacier with a Gradual Grinder approach. After his loss to Clubber, Apollo (who is stated to be extremely skilled and up until he fought Rocky never had a fight last after 3 rounds) took Rocky and drilled him in all of the aspects of boxing Mickey left out such as footwork, feints, timed punches, effective jabs, etc. After his training, Rocky went from an Unskilled, but Strong Mighty Glacier to a Lightning Bruiser Master of All.
  • Bring It: When Rocky and Clubber touch gloves at the beginning of the rematch.
    Clubber: I'm gonna bust you up.
    Rocky: Go for it.
  • Chairman of the Brawl: Thunderlips gets a wooden folding chair broken on his back courtesy of Paulie.
  • Color Motif: The film puts a twist on Rocky's signature colors. In the previous movie, he wore black trunks with gold stripes. After he becomes champion, finds success, and loses his edge, he switches to flashy gold trunks with black stripes, as well as gold gloves and yellow shoes.
  • Crippling Overspecialization: Clubber is focused solely on getting fast knock-outs with hard hooks (he rarely uses any other punch and doesn't throw a single jab). His style seems to be keyed solely on destroying Rocky and once Rocky starts outfighting, Clubber is outclassed and decimated in three rounds. It's very likely that the retired Apollo Creed, who specialized in outfighting and was much better at it than Rocky, and whom Clubber repeatedly insulted, threatened, and even attacked, would have beaten or even humiliated him in the ring. (Which would also correspond to the inspirations for the 3 characters. Rocky primarily borrows from Rocky Marciano and Joe Frazier, Creed from Muhammad Ali, and Lang from George Foreman. In real life Frazier won his first bout Ali, then was brutally destroyed by Foreman in two rounds, and Foreman was then outclassed, knocked out, and demolished mentally, physically and psychologically by Ali.)
  • Curbstomp Battle: The first fight between Rocky and Clubber is one, as Clubber demolishes an overconfident and ill-prepared Rocky in two rounds, although Rocky does manage to get a few good blows. The rematch is also one, this time with Rocky defeating Clubber, although like the first bout Clubber does have his moments and gives both Rocky and the audience some scares.
  • Defeat Means Friendship: One of the more famous examples of this trope, starting when Apollo decides to become Rocky's trainer.
  • Dumb Muscle: Clubber's 220 pounds, heavily built, and hits like a truck, but he's really a rather bad fighter. After Rocky starts exploiting his weakness, he has no counter and is easily defeated. He also chooses to train alone and not even try to patch over his weaknesses with a skilled instructor. Outside of the ring he's shown to be dim and clearly has poor impulse control (see for instance him snubbing Apollo before the match for no reason); it's implied that this is because of his upbringing, as he dropped out of school and lived in various orphanages and juvenile halls for most of his life.
  • Early Installment Weirdness: For Mr T. While his persona and well known "Pity the fool" catchphrase were first popularized in Rocky III, the movie has Mr. T hitting on Rocky's wife to antagonize. Far removed from the Mr. T who would become well known for telling kids to stay in school and to not do drugs.
  • Evil Virtues: Clubber is not a pleasant fellow to be sure, but the film makes it clear that he took his training seriously for his first bout with Rocky, while his overconfident opponent squandered his preparation with a glorified circus with endless distractions.
  • Exact Words: When a dying Mickey asks Rocky how the first match with Clubber Lang went, Rocky, to spare Mickey's feelings, says that the fight ended in a knockout in the second round. He declines to mention that he was the one who got knocked out.
  • Foreshadowing: Lang is first seen in the opening montage, watching some of Rocky's title defenses and then leaving disgusted, as the first hint that the matches were against unworthy opponents... and Lang knew it.
  • Funny Background Event: During the pre-fight interview, Paulie is peeking out over Rocky's shoulder and waving at the camera.
  • Genius Bruiser: During the rematch against Clubber at the end, Rocky goads him into throwing punch after punch, which Lang does full force. While the blows do hit Rocky, he's not just standing there, taking the shots; he uses his gloves to guard against the head shots and moves his body to lessen the impact of the body shots, at the same time, letting Lang wear himself out.
  • Glass Cannon: Clubber. Kinda. Stamina is more his weakness than an inability to take a punch, but still, he's the only one of Rocky's challengers to suffer an early KO. See also: Uniquely among Rocky's opponents, he actually knocks the Italian Stallion out, in the second round. In their rematch, rather than a dramatic fifteen-round battle, Rocky manages to fell him in three.
  • Good Old Fisticuffs: Rocky had Paulie cut his gloves off during the Boxer vs. Wrestler match so he can use his unpadded fists against the clearly more powerful Thunderlips.
  • Heel: Thunderlips antagonizes the crowd before his charity match with Rocky, and acts like a dangerously violent lunatic in the ring.
  • Heroic BSoD: When Rocky finds out his ten title defenses were "hand-picked" by Mickey to be relatively easy wins, Rocky goes bonkers for the entire second act of the film. He thought he was fighting the best, but the realization that he was fighting only people Mickey knew Rocky could beat made him question his skill and achievements. This leads to him legitimately fearing the rematch.
  • He's Back: Pretty much the entire third act of the movie.
  • Hypocritical Humor: When they go to Apollo's old gym in L.A., full of African-American boxers:
    Paulie: [referring to African-Americans] I don't like these people.
    Rocky: You don't like 'em? Well maybe they don't like you either, Paulie.
    Paulie: [taken aback] What'd I do to them?
  • Impending Clash Shot: The film ends with Rocky and Apollo about to punch each other in an unofficial match either to see who'd win or just for the sport.
  • Inelegant Blubbering: Rocky, just after Mick dies.
  • I Shall Taunt You: When Rocky sees Clubber's wearing out, he starts mocking his punches ("My mother hits harder than that!"), daring Clubber to hit him, and even playfully smacking Clubber on top of the head with his glove.
  • Kayfabe: Once the match is called, Thunderlips breaks character and thanks Rocky for the bout. Rocky, who is unfamiliar with kayfabe, asks Thunderlips why he acted the way he did, which Thunderlips responds that is the name of the game.
    • The movie interestingly zig-zags how it breaks kayfabe, as kayfabe was still the law of the land in wrestling at the time. While Thunderlips (played by Hulk Hogan) gives away that his character is all an act when he goes from violent and arrogant heel to friendly affability once the show's over, the match between him and Rocky is portrayed as a genuine competition, with no suggestion that wrestling as a whole is staged.note 
  • Let's Get Dangerous!: After getting unceremoniously tossed out of the ring by the hulking Thunderlips, Rocky immediately bolts to his corner and has his boxing gloves cut off in order to even the odds against his much larger opponent. Once Thunderlips makes his way back to the ring, a bare-knuckled Rocky fares much better against him.
  • Lightning Bruiser:
    • Thunderlips is a full head taller than Rocky and able to pick him up and throw him around with ease, yet as Rocky himself notes, very fast for his size.
    • This is Clubber Lang's entire fighting style - he throws brutal, hard punches and relies on power and speed over endurance.
  • Mean Character, Nice Actor: In-Universe example with Thunderlips, who is revealed to be quite of a nice guy. He spends the entire match playing the Heel to the hilt, but afterwards he breaks Kayfabe to shake Rocky's hand, congratulate him on a good match and take some promotion photos, and goes to great length to ensure that there are no hard feelings. There's also the fact that the match was a charity bout that raised nearly $75,000.
  • Meaningful Name: It's not easy to catch, but when the announcer chants Thunderlips' name, the wrestler does a kissing pose with his lips. Combined with his own description of himself as a ladies man, you can see what his ring name is supposed to mean. It doesn't make the name any less awkward, however.
  • My God, You Are Serious: Rocky tries to friendly talk some theatrical spots with Thunderlips in midst of the match, but he then gets clubbed down and he realizes that it is a competitive fight and not some sort of exhibition.
  • Names to Run Away from Really Fast: CLUBBER LANG! He also has quite a personality to match. Even Mickey doesn't want to mess with him. (According to sources outside of the movie, his birth name is James.)
  • Nice Job Breaking It, Hero!: Mickey protected Rocky's title by hand-picking opponents. Rocky clearly had no idea who Clubber was at the statue unveiling, and a champion not even recognizing the top contender for their title shows how deeply Mickey buried any real competition. When Rocky learns what Mickey did, he starts questioning everything in his life and loses all confidence in his abilities. He immediately loses the title, and legitimately fears the rematch.
  • No-Sell: Paulie smashes a wooden chair on Thunderlips' back and only gets himself headlock-punched down for all his effort. The attack, however, is enough to distract the wrestler and allow Rocky to hop on his back and lock an unlikely sleeper hold.
  • Our Founder: Philadelphia unveiled a Rocky statue on the museum steps. Paulie later comments on the statue being taken down, which also happened in real life (it was moved to the base of the steps).
  • Oh, Crap!: Rocky gets a pair of them, one comedic and the other both tragic and plot relevant...
    • During the charity Boxer vs. Wrestler match, Rocky has to get clubbed on the back of his head before he realizes that his larger and stronger opponent is taking the bout seriously.
    • During his first match against Clubber Lang, Rocky is honestly shocked at how aggressive he is and how woefully unprepared he was to face him after the first round. Coupled with Mickey collapsing at ringside, his game is thrown off enough for Clubber to decisively end the fight in the second round.
  • Pretty in Mink: Adrian gets a couple furs. Even spoofed in a short review of the films.
    "Rocky gets his own pinball games. Pet Store Lady starts wearing fur coats."
  • Product Placement: Nike. You see the swoosh everywhere in the movie.
  • Pro Wrestling Is Real: The film treats Thunderlips and professional wrestling altogether (or at least the Boxer vs. Wrestler match) as real stuff, because the match is not shown to have any kind of rehearsal and features quite brutal action and an actually panicked Rocky. The only thing which is revealed to be an act is Thunderlips's berserk façade.
  • Punch! Punch! Punch! Uh Oh...: Rocky does this to Clubber in the climax of their rematch, where he no sells the increasingly panicking and frustrated Lang's devastating blows. Unlike many other examples of this trope, though, it's not a result of Rocky being tough enough to No-Sell Lang's punches, which are clearly shown to be devastating; Rocky is using defense and movement to take the effect out of Lang's blows until Lang simply became too tired to swing with full force.
  • Ripped from the Headlines:
    • Real life: Joe Frazier, a tough boxer from Philadelphia who was famous for his left hook, did his roadwork in the city (including the steps of the Philadelphia Museum of Art) and used meat carcasses as makeshift punching bags, reached the pinnacle of his career with a victory over the quick, brash and charismatic Muhammad Ali. After a few defenses against less than stellar opposition that was clearly outclassed by him, Frazier then faced the hard-hitting (but relatively unheralded) George Foreman, and was knocked out in two rounds. A year later Foreman faced Ali, and in that bout Ali made a tactical decision mid-fight to stop using the Hit-and-Run Tactics he was famous for, and instead adopted the rope-a-dope strategy of lying on the ropes, blocking, parrying, and in some cases absorbing all the punishment Foreman could dish out and more, taunting Foreman all the while for Foreman's inability to knock Ali out. Foreman exhausts himself trying to KO Ali, and Ali then knocks him out. (Link)
    • Rocky III: Rocky Balboa, a tough boxer from Philadelphia famous for his left hook who does his roadwork in the city (including the steps of the Philadelphia Museum of Art) and uses meat carcasses as makeshift punching bags, reaches the pinnacle of his career with victory over the quick, brash and charismatic Apollo Creed. After a number of defenses which his manager eventually admits were handpicked and posed no threat to Rocky, he then decides to defend his title against hard hitting slugger Clubber Lang, and is knocked out in two rounds. Afterward, Apollo Creed, (who is the analogue for Muhammad Ali) trains Rocky to fight in a different way, mirroring Apollo's own style. Rocky begins his rematch with Clubber doing very well by boxing and using Hit-and-Run Tactics, but when Lang finds a way to start getting to him, Rocky makes a mid-fight switch, starts using Stone Wall defense to defend against the worst of Lang's punches while taunting Lang for his inability to knock Rocky out. Lang exhausts himself trying to KO Rocky, and Rocky knocks him out. (Link)
    • Real life: Muhammad Ali, an ultra-famous boxing champion, was brought to a Boxer vs. Wrestler bout against a similarly popular pro wrestler, Antonio Inoki. He initially thought the match would be worked in the pro wrestling tradition, but before the match Inoki revealed to him it was going to be a real fight, and Ali's camp had to intervene to save him from a more than likely defeat (by pressing Inoki's promotion into imposing all sorts of ridiculous rules for him only). After the match, Ali and Inoki became friends.
    • Rocky III: Rocky Balboa, an ultra-famous boxing champion, is brought to a Boxer vs. Wrestler bout against who is implied to be a similarly popular pro wrestler, Thunderlips. He initially thinks the match is going to be worked in the pro wrestling tradition, but at the beginning of the match Thunderlips reveal it is going to be a real fight, and Rocky's camp has to intervene to save him from a more than likely defeat (in this case, by having Paulie hitting the wrestler with a stool). After the match, Rocky and Thunderlips have a friendly exchange.
    • Chuck Wepner, the inspiration behind the original Rocky, capitalized on his fame the following year with a heavily publicized match against a professional wrestler (André the Giant). This mirrors Rocky's charity match with Thunderlips. Both matches involved someone being thrown out of the ring, although in the movie Rocky also throws Thunderlips, while in real life it was only Andre giving Wepner the heave ho.
  • Rule of Pool: Balboa pulls a full clothed Paulie into the pool during the training montage, mostly For the Funnyz.
  • Scary Black Man: Clubber Lang absolutely plays this role to the hilt, as an ex street fight turned ruthless, knockout machine of a boxer who trash talks and attacks anyone around him on a moment's notice.
  • Sincerity Mode: During an interview with the upcoming rematch against Rocky, Lang admits that he doesn't hate the guy, but he "pities the fool!" When he was asked about his prediction for the match, without any personal bias, he tones down his usual attitude and simply responded with "pain."
  • Theme Tune Cameo: A high school marching band plays "Gonna Fly Now" at Rocky's statue unveiling ceremony. Later on a lounge band performing at Rocky's public training plays the theme. An annoyed Mickey yells "Shut up back there! Change your tune."
  • Took a Level in Badass: After Rocky's defeat by Clubber Lang, Apollo decides to help Rocky and train him in the more refined and complex aspects of boxing. Suddenly Rocky goes from Unskilled, but Strong to a Master of All with speed and power, capable of reading his opponents and reacting properly and quickly raining down devastating punches.
  • Throw It In!: An in-universe example. When Rocky is training to fight Clubber Lang, he gets a kiss on the cheek by one of his fans while Mickey is trying to motivate him. After Mickey shoves said fan away he improvises his speech a little without skipping a beat.
    Mickey: Get outta here! Will ya? This is like fighting in a zoo. This is a zoo, you know? Is that the way you train for Clubber? He ain't gonna kiss ya! He gonna kill ya! Ya know that?
  • Training Montage: Part of the opening sequence features Clubber Lang training hard by himself and crushing his opponents while Rocky becomes complacent. Rocky gets a few training scenes while he's preparing for the first bout with Clubber, but mostly it shows how distracted and unfocused he is. Later he gets a proper one when being trained by Apollo.
  • Unfortunate Names: No, honestly, Thunderlips? Face Palm.
  • Villain Has a Point: Clubber Lang is outraged that Rocky won't allow him a shot at the heavyweight championship title and publicly accuses him of only ever taking easy matches. He's actually right: it turns out Mickey has quietly been refusing all challenges to the title except those he knows Rocky can beat.
  • Villainy-Free Villain: Clubber may be a Jerkass but he trains hard and fights clean, and all he wants is a legitimate shot at the title.
  • What the Hell, Hero?: Rocky is pissed when he finds out that the ten title defenses he had were against opponents Mickey handpicked.
    Rocky: Setups?
    Mickey: Naw, they weren't setups. They was good fighters, but they wasn't killers like this guy.
  • You Are Better Than You Think You Are: Adrian's speech to Rocky.

"Rising up straight to the top
Had the guts, got the glory
Went the distance, now I'm not gonna stop
Just a man and his will to survive!"
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