‘Rocky III’ at 40: Sly Stallone, Mr. T, and Thunderlips Collide In Reagan’s High-Octane ‘80s

“Yo, Adrian!” Sylvester Stallone calls out at the end of Rocky II, holding his championship belt next to a face looking like raw hamburger. “I did it!!!”

And for anyone who missed it, it’s how Rocky III, released three years later (and celebrating its 40th anniversary) begins—before launching into a victory-lap montage of Rocky defeating all contenders set to “Eye of the Tiger.” Now that’s how you start a picture!

The third entry in the franchise marks an important transition both for Rocky and for Stallone. It represents Sly’s turning away from the gritty, naturalistic filmmaking of the 1970s, and preparing to take his ultimate form: that of a high octane, international icon of Reagan’s America. There’s a direct line between Stallone romping around with Hulk Hogan’s Thunderlips and trading insults with Mr. T’s Clubber Lang here to the 65 animated episodes of Rambo: The Force of Freedom. (No, you did not dream that, it actually happened.)

It’s important to remember that the Oscar-winning Best Picture Rocky, the ultimate underdog sports flick, ends with our hero losing. (But winning our hearts, of course.) Rocky II solved that problem, but the film still has some of that post-Watergate, post-Vietnam downer grit. By the time Rocky III came around, the Rocky movies were family fare after successful national T.V. broadcasts, even if other Stallone pictures (like F.I.S.T. and Nighthawks) weren’t as successful at the box office. Stallone leaned-in to his lovable side, and made a sensational summer film.

The plot of this 99-minute movie (no overlong sequel here!) is simple. Rocky’s the king of the boxing world, but a new contender, Clubber Lang, wants his shot. Clubber is vulgar and unhinged, and Rocky’s longtime manager (Burgess Meredith) warns that if he’s to fight him, he needs to be taken seriously.

Fame has gone to his head, though, and Rocky loses the fight, just as Mickey dies in the locker room. Lord knows why Mickey wasn’t rushed to a hospital, but it’s for the best, as we get the shot of Stallone cradling him in death, bawling incoherently like a baby—a genuinely touching sequence, reminding us that when Sly takes risks as a performer he can be mesmerizing. (The next scene, of Stallone repeating the Mourner’s Kaddish at Mickey’s funeral was a huge deal to Gen X Jews watching this play over and over on HBO as kids.)

Lower than he’s ever been, Rocky finds an ally where he least expects it—his old nemesis Apollo Creed (Carl Weathers). He accepts his tough love, and agrees to turn his back on wealth and to train as Creed did as a young man. Thus Rocky leaves Philadelphia for an all-Black L.A. gym.

The racial undertones of the film—completely lost on me when I was a little kid—are noteworthy. Clubber Lang, sporting Mr. T’s outlandish mohawk, chains, and feather earring, is positioned as a monster. His race is unmentioned, not even by Rocky’s not-very-P.C. brother-in-law Paulie (Burt Young). But Creed’s old gym makes Paulie very uneasy, cracking that just being in the area will get him killed, and making comments about “jungle-junk music.”

“You can’t train him like a colored fighter,” Paulie says, but nobody pays him any mind, and Rocky seems game. Naturally, it’s Creed that pulls him out of his funk and leads him to success. Well, that and the love of his wife Adrian (Talia Shire).

For most of the movie, Shire has not much to do, until she is blessed/cursed with going what feels like 15 rounds with Rocky in the longest scene in the movie. Stallone as writer-director is ultimately very nimble with Rocky III. There’s a lot of loose acting (some of it really feels like ad-lib, talking nursery rhymes with his kid) and it’s a reminder that the human touches are what made the character stand out. But when Rocky and Adrian square off for their heart-to-heart, they stand on the beach and bark pages and pages of dialogue at one another. It’s an endless block of text—a class exercise in the middle of a boxing movie. Only because “Rocky and Adrian” are icons at this point do the two pull it off. In its own way, the length (and volume! They’re shouting!) of the scene is weirdly impressive.

With his head back in the game (and with the eye of the tiger!) Rocky is ready once again to be a champion, and we get the greatest training montage since, well, since the last Rocky picture.

But now he must face Clubber Lang, and we’ve got to give credit where it is due. He may have been at fault for Mickey’s death, and he certainly disrespected Rocky, Adrian, and Apollo (“C’mon CREED!”) but the truth is he is one of the greatest trash-talkers in cinema history. It’s no wonder that this movie shot Mr. T into 80s super-stardom.

After a few shots of him challenging the champ in interviews, Lang finally gets center stage on sacred ground—the steps to the Philadelphia Museum of Art. I say unto you: there is no painting or sculpture inside the hallowed walls of that institution as glorious as the art of Mr. T’s spitting bars here.

You want more? Well Rocky III’s got lots more. Indeed, some forget that it was screenwriter Sylvester Stallone that first put the words “I pity the fool” in the Mr. T’s mouth, one of the finest matches of artist and repertoire in 20th century cinema.

Mr. T is so good in this movie that you can be forgiven for wanting the big fight at the end to at least conclude in a draw. But that isn’t the way for ’80s Stallone. Victory, honor, triumph, lunchboxes, countless viewings, repeating the lines at recess. That’s what this movie was about.

It’s fair to say that I haven’t seen Rocky III in 35 years, but I was amazed at how much of it I remembered. (“Deaddddd meat” and “there is no tomorrow!” being just two bits of dialogue ricocheting in my head all this time.) It’s a formulaic film, sure, but it absolutely holds up as a classic. Unlike Rocky IV, which has undergone a recent recut, this one works well enough as it is. Anyone who says otherwise? I pity the fool.

Jordan Hoffman is a writer and critic in New York City. His work also appears in Vanity Fair, The Guardian, and the Times of Israel. He is a member of the New York Film Critics Circle, and tweets about Phish and Star Trek at @JHoffman.