57. Rocky 3 (1982)


*A graphic set to the Rocky theme shows T-H-E -W-A-R-L-O-C-K as he runs through the streets with nobody caring or following.  He’s wearing maroon workout shorts, white sneakers and a gray t-shirt. He makes it to his porch, raises his arms and shadow boxes. One of the neighbors gives him the finger. Warlock ignores it and walks inside*

Warlock: Welcome to my lair….welcome I don’t think so, but enter. Enter my lair if you dare. I’m your host The Warlock.

*Warlock throws an uppercut that nearly shatters the porch lamp. He makes sure it doesn’t fall before heading inside*

Warlock: With the theatrical release of CREED still in theaters, we continue our Rocky coverage with arguably the best movie of the series, Rocky 3.

*Neyzor Blades is in the recliner wearing standard attire*

Neyz: This again?

Warlock: Would you rather watch Dead Clowns?

Neyz: Nevermind.

Warlock: I thought so. In this flick, Rocky lives the life of luxury until he’s threatened by a dangerous foe who wants to destroy Balboa once and for all.

*Warlock sits on the couch*

Warlock: So put on your gloves and prepare for Rocky 3.


*Warlock reads the tag-line*

Warlock: “After winning the ultimate title and being the world champion, Rocky falls into a hole and finds himself picked up by a former enemy.”

Neyz: That sounds stupid.

Warlock: For once I agree, they make it sound like he fell in an actual hole.


*Movie begins with a scroll of ROCKY III set to the Rocky theme. We’re shown the ending to the second movie. Rocky Balboa (Sylvester Stallone) and Apollo Creed (Carl Weathers) go down. Their trainers Mickey (Burgess Meredith) and Duke (Tony Burton) look on. At home Rocky’s wife Adrian (Talia Shire) and her brother Paulie (Burt Young) look on scared. The announcers (Bill Baldwin and Stu Nahan) shout that both are getting up. Creed can’t make the count but Rocky does and Rocky wins the title. Rocky “YO ADRIAN, I DID IT!!!”

Warlock: Once again, if nothing else, it takes off the run-time.


*We get a long montage of Rocky living the life of luxury as the heavyweight champion set to the tune of Survivor’s Eye of The Tiger while an increasingly jealous Paulie and contender Clubber Lang (Mr. T) look on. Clubber demolishes his opponents until he’s the number one contender. Mickey watches Clubber’s fights looking concerned*



Warlock: There’s the Mr. T we know.


*Clubber cuts a heel promo as Paulie looks on. The tv newscaster says Rocky will take on the wrestling champion in a charity event. The bartender tells Paulie to give Rocky his best, Paulie asks why he never gets the bartender’s best. He walks into an arcade and throws a bottle of booze through a Rocky pinball machine*

Warlock: Jealousy sure is ugly.

Neyz: He turns heel?


*Paulie gets bailed out of jail by Rocky in a suit*

Neyz: He doesn’t even look like himself.


*Paulie goes on a rant saying Rocky’s no good because he never gave him a job and he stole his sister away. He invited Mick to live with him in his mansion but not him*

Neyz: He did give him a job in the second movie.

Warlock: Yeah really, did Stallone forget that?


*Paulie: “All you did was get me this stupid freakin ex-lax watch*

Warlock: Hahahahahahaha


*Paulie kicks the watch away. Rocky calls him a jealous, lazy bum. Paulie gets mad and starts wailing away at Rocky. Rocky parries the punches but doesn’t punch back. Finally Paulie wheezes and says “Can I get a job?” Rocky “All you had to do was ask!”

Warlock: Funny way to ask for a job.


*Back at home Adrian and Rocky share bonding moments. Rocky sings “Take Me Back”*

Warlock: Remember the first movie?


*Scene shifts to the wrestling match between Rocky and Thunderlips (Hulk Hogan). Mick “You must have 100 pounds of brain damage. I seen wrestlers bigger than dinosaurs!”

Warlock: Classic.


*The announcers (Dennis James and Jim Healy) hype up Thunderlips as the heavyweight champion of the world. He makes his way to ringside. Paulie asks why they’re carrying him, Mick say’s he’s walking*

Warlock: Great way to hype him up.


*Thunderlips: “Thunderlips is here!” Adrian “Oh my god.”

Warlock: Hahaha


*Ring announcer bills Thunderlips as 7 feet tall and 390 pounds*

Warlock: HAHAHAHAHAHAHAHA!! Hogan is 6’8 300….give me a break.


*Al Silvani (himself) quickly leaves the ring as Thunderlips and Rocky go nose to nose. A ring card girl cheers on Thunderlips*

Neyz: That chick on the ring says “I love liver and onions!”


*Thunderlips goes for a running axehandle but Balboa moves out of the way. Balboa tries to play around with him but Thunderlips is all real. Thunderlips pounds away with a forearm to the back and a right hand to the head. Thunderlips charges and buries a knee to the abdomen before following up with a hip toss. Thunderlips hits a powerslam and a backbreaker. Thunderlips drops the big leg and follows up with a suplex. An elbow drop is followed by Thunderlips overhead press slamming Rocky into the crowd. Mickey clutches his heart and is in pain*

Neyz: Nooooooooo.


*Rocky demands his gloves to be cut off as Thunderlips beats up the ringside police officer. Paulie cuts Rocky’s gloves off and he goes after Thunderlips. Thunderlips gets in the ring and is met by a jab to the ribs. Thunderlips gets him in an overhead choke. Paulie interferes and nails Thunderlips with a wooden chair, no effect. Hogan headlock punches Paulie down. Rocky jumps on Thunderlips’ back*

Neyz: They still do that in today’s wrestling.


*Rocky locks in a sleeper hold as Paulie chills with the ring card girls. Rocky goes to the body with jobs as Mick says to knock his block off. Rocky press slams Thunderlips over the top rope and and out. Clubber Lang looks on as the bell rings. The ring announcer declares a draw*

Warlock: Thank god.


*Thunderlips breaks character to take a picture with Adrian, Paulie, Rocky and his son Rocky Jr (Ian Fried)*

Warlock: He didn’t break kayfabe during the match, good on him.


*Mick, Adrian and Rocky head to a ceremony as Rocky tells Paulie not to take Rocky Jr to the track*

Warlock: its 3-4-6 in a wingdinger!


*Rocky is honored by the Mayor (Gene Crane) with his own statue on the steps of the Philadelphia Art Museum*

Neyz: Word.


*Rocky gives a speech and announces his retirement. Clubber Lang halts the proceedings to challenge Rocky to a fight. Rocky wants to go but Mickey says hell no. Lang cuts another heel promo*

Neyz: I told you I ain’t gettin on no plane!


*Mick says he’s finished and he walks away. Clubber than hits on Adrian and that pushes Rocky over the edge. He says the fight is on and they have to be separated. Scene cuts to Rocky’s mansion where Mick is packing up his things. Mick says he’s on a permanent vacation. Rocky says why. Mick says Rocky has no chance to beat him. Mick says he handpicked Rocky’s last 10 opponents to protect him and his legacy. Clubber is a killer and will annihilate him if they fight. Rocky asks why and Mick says Apollo should have killed him, but didn’t. He did it to protect his health. Mick says 3 years earlier Rocky was super-human but the worst thing happened, he got civilized*

Warlock: This is great dialogue. Rocky’s whole legacy is a lie and freak luck.


*Rocky begs Mickey to train him one last time for one last fight. Mick says sure. Scene shifts to some ballroom where Rocky trains surrounded by hooplah and Paulie shilling merchandise. The singer of the street band (Frank Stallone) is the emcee/singer*

Warlock: There’s his brother again.


*Rocky works the heavy bag like garbage as Mick complains about the hooplah. Rocky says he wants to go out in style. Mick “Nevermind go out in style, go out in one piece”

Warlock: This is not good.


*Rocky continually interrupts his training to schmooze and pose for pictures. Meanwhile Clubber trains his ass off. Rocky gets a kiss on the cheek while riding a stationary bike by a blonde girl.*

Warlock:  Heh, that was his real life wife at the time.

Neyz: Rocky’s gonna get his ass handed to him.


*Rocky is sparring as a mariachi band plays in the background. Mick tells them to shut up*

Warlock: Bahahahaha


*Mick says he’s proud of Rocky for all he’s accomplished. Rocky asks what they’re gonna do after the fight, Mick says join the circus*

Warlock and Neyz: De da do do di do do.


*Rocky is interviewed before the fight. Rocky is cordial. Clubber is interviewed and tells everyone to get lost. Rocky says he’s going to retire after the fight. Clubber calls them parasites and leeches. Rocky says he’s going to join the circus. Meanwhile Apollo Creed joins Stu and Billy at ringside as Apollo says Rocky has the world’s hardest head*

Neyz: Wow


*Rocky and crew make their way to the ring but Clubber meets him in the hallway. Clubber shoves Mick who suffers a heart attack. Rocky is shaken as Adrian notices Mick. Clubber is led away as Rocky puts Mick on a trainer’s table. Rocky tells Paulie to call the fight off and Mick tells him to go fight. Mick slaps Rocky and tells him to get out there and do it. As soon as Rocky leaves, Mick collapses on the table*

Neyz: What the fuck???


*Rocky makes his way to the ring scared shitless and Clubber knows it. The ring announcer (Jimmy Lennon Jr) announces Apollo Creed will make an appearance. He goes to shake Clubber’s hand who blows him off and insults him. He goes to shake Rocky’s hand and tells him to give the crowd a present and drop him.*

Neyz: Wow, what an asshole.


*Clubber’s trainer (Wally Taylor) hypes up Clubber as he says he’s the best. Rocky is wearing all gold trunks and gloves.  Apollo gives Rocky the thumbs up while Adrian tends to Mick. They go nose to nose and Rocky is visibly shaken. Clubber says “Dead meat!” Clubber back in his corner tells his trainer that Rocky is scared. Paulie says to go out and kill the guy*

Warlock: Yeah big help Paulie.


*Rocky comes out firing but one punch from Clubber cuts Rocky. Clubber fires back with the heavy punches that knock Rocky from pillar to post. Rocky staggers to his corner at the bell bleeding all over the place. Rocky says he’s too strong and wants Mick. Paulie can do nothing to help*

Warlock: Poor Paulie.


*Clubber continues to land heavy blows to begin the second round. Rocky staggers around and Lang unloads with one final left haymaker that drops Balboa. Rocky is counted out and Clubber Lang is the new champion. Rocky is more concerned about Mick. Rocky staggers to the back and checks on Mick. The doctor and Adrian say to get him to the hospital. Rocky says he won to make Mick feel better. Mick says he loves him and croaks*

Warlock: *fake death* ehhhhhhhhhhhhhh

Neyz: Nooooooooooo


*Rocky and Adrian both cry.  Next frame, Mick is loaded into his tomb surrounded by Rocky, Paulie and Adrian. He gets a Jewish burial. Next frame Rocky laments while standing on a bridge. He rides his Harley to his statue and heaves his helmet at it. He rides to Mick’s gym and looks around. Waiting for him is Apollo Creed. Apollo gives him a pep talk. Creed wants to promote this fight because they’re too young. He wants to train Rocky for the re-match. Apollo says Rocky lost his edge and he needs to get that eye of the tiger again*

Neyz: Is this where they become butt-buddies?

Warlock: Yup.


*Clubber is asked if he’ll accept the challenge of Balboa. Clubber rejects the challenge as he says Balboa is no challenge but he’ll fight him again. Apollo says he can’t wait to see Rocky take his head off. Clubber insults Apollo and Balboa. Even the interviewer says Balboa’s time has come and gone. Paulie says don’t listen to it. Apollo says DO listen to it because a lot of people will owe him an apology. Apollo says when this is over, Rocky owes Creed a favor. Rocky “What favor?”

Warlock: You’ll see eventually.


*Rocky says goodbye to his kid wearing the worst glasses in the history of America*

Warlock: Good god he looks like a nerd.


*Rocky travels to Los Angeles with Paulie, Adrian and Apollo to train. They stay at the Hotel Lorane and Paulie complains. Paulie “I don’t even have a gun.”

Warlock: Bahahaha


*Paulie: “Rats even have more pride than to be caught dead here.”

Neyz: Heh!


*They enter the Tough Gym where everyone training there is black. Everyone stares a hole in Rocky and Apollo says to see the look in their eyes. They need to get that look back, the eye of the tiger. Paulie and Apollo yell at each other*

Neyz: Paulie is like mentally challenged.


*Duke says hi to Apollo and shakes Rocky’s hand. “It’ll be great working with you, lord knows we’re tired of working against you.” He takes Apollo to meet the guys as Paulie says he doesn’t like these people. Rocky “Maybe they don’t like you either.” Paulie “What I do to them?”

Warlock: Hahahaha


*Rocky meets the fighters*

Warlock: Get that coat and tie off, you’re killing me.


*Creed tries to teach Rocky real footwork. Paulie “Stop trying to train him like a colored fighter, he got no rhythm”

Warlock: Somewhat correct.


*Apollo “Can he swim?” Paulie “With a name like Rock?”

Warlock: Paulie is killin it the last 10 minutes.


*Rocky swims badly as Apollo yells at Paulie to shut up. Apollo tells Adrian that he’s using muscles he never used before.*

Warlock: In time, this will help.


*Paulie yells at the local bums that he’ll squash them because he can’t sleep*

Neyz: Wow he’s so mean.


*Duke and Apollo watch the first Clubber and Rocky fight. They say Rocky can only last 7-8 rounds and they’ll have to beat Lang early.  Meanwhile Adrian comes out of the shower.*

Neyz: She looks 3,000 times different. I don’t like it.


*Rocky still can’t get the mobility down.  Rocky spars with Apollo who beats the crap out of him. Apollo “This guy will knock you on your ass. Come on Rock this is not a game. You want to be laid up in the hospital for 5 weeks this time? You thought I was tough, this chump will kill you.”  Apollo continues to pound Rocky who thinks of the first fight.

Neyz: He’s not blocking at all.


*Apollo “What’s the matter with you?” Rocky “Let’s do this tomorrow?” Apollo “There IS no tomorrow.”*

Warlock: His head’s not into it


*Apollo races Rocky at the beach and wins by a mile when Rocky slows down and starts thinking about Mick saying he can’t win. Paulie asks Apollo what’s the matter. Apollo says its all over*

Neyz: He really never had a chance to grieve.


*Adrian asks Rocky why he’s training like a bum. Rocky calls himself a fraud and a loser and doesn’t believe in himself anymore. She wants the truth. Rocky says he’s afraid because he has a wife and kid and doesn’t want to ruin his or their lives. Adrian gives him a pep talk to give it his best and not to be afraid. He’ll be able to live with the fact he did his best, win or lose. Rocky “How’d you get so tough?” Adrian “I live with a fighter”

Neyz: Awwwww

Warlock: Meanwhile Apollo’s behind him about to puke.


*A new montage with the Rocky theme now has Rocky getting it. He’s totally ripped complete with 6 pack abs. His footwork matches Apollo’s and he even beats Apollo in a footrace. He swims perfectly and throws Paulie into the pool*

Neyz: He must be on roids.

Warlock: In real life he admitted to being on HGH. Which is legal if you’re not a pro athlete.


*The rematch is at Madison Square Garden. Clubber says “Don’t need any strategy, Balboa is so stupid and predictable. No I don’t hate Balboa, but I pity the fool!*

Warlock: There it is.


*Clubber: My prediction…..painnnnn.”

Neyz: So that’s where it came from.


*Apollo hands Rocky the trunks he wore during their first fight. Apollo says to wash them before giving them back. He says after the match Rocky owes him a favor. Rocky “WHAT FAVOR?”

Warlock: You’ll see.


*Paulie, Apollo and Duke leads Rocky to the ring. The announcers are shocked that Rocky looks as good as he does. Clubber shoves a fan on the way to the ring*

Neyz: He’s always gotta be mean.


*Apollo tells Rocky to be cool. Lang shoves Apollo in the back and a melee breaks out. Rocky “I thought you said to be cool.” Apollo “That was cool.” The announcer (Jeff Temkin) announces Balboa is down to 190 pounds. The referee (Lou Fillipo) brings them together. They stare down and Rocky looks much more determined this time. Lang “Gonna bust you up.” Rocky “Go for it.”

Warlock: He’s not afraid.


*The fight begins with Rocky gracefully moving around the ring landing punch after punch*

Warlock: Does anybody know how to block in these movies?


*Lang lands a few blows but Rocky eludes most of this powerful stuff. Round 1 ends with Lang being restrained into his corner. Apollo applauds his effort. Round 2 begins and this time Lang gets the upper hand. He lands heavy stuff but Rocky shrugs it off. Lang knocks Rocky down but Balboa gets up*

Warlock: What a narrow escape.


*Rocky is knocked down again and Adrian shouts to stop the fight. At the end of the round Rocky taunts him “You ain’t so bad…you ain’t so bad!” Rocky is cut up but Lang is winded. Rocky says “I’m stupid? I ain’t breathing heavy” Apollo “WHAT THE HELL ARE DOING?” Rocky “Strategy, I know what I’m doing.” Lang’s trainer tells him to stop wasting his punches. Rocky “He’s getting tired. I know what I’m doing.”

Warlock: He rope-a-doped him

Neyz: He what?

Warlock: Nevermind


*Round 3 has Lang landing punches but Rocky taunts him. Apollo “He’s getting killed” Paulie “No he’s not, he’s getting mad.” Lang continues to land heavy blows but Rocky continues to taunt. The announcers figure out that Rocky rope-a-doped him. Rocky then beats the ever loving crap out of Lang.*

Warlock: He’s not even blocking.


*Rocky staggers Lang with a series of haymakers before a thunderous right hook drops Lang. The ref counts 1–2—-3——4—-5—-6—7—-8—9—10 YOU’RE OUT!! Rocky jumps for joy as everyone crowds into the ring. Rocky is once again the heavyweight champion of the world!

Neyz: Yo Adriannnnnn!


*Adrian asks if Rocky is alright, Rocky “Never better.” The announcer gives the good news to the crowd that Rocky is the new champ*

Neyz: Do you think he could punch that good in real life?

Warlock: Hell no. A REAL boxer knows how to block. Stallone would get creamed by a real fighter.


*The favor Rocky owed is a behind closed doors fight with Apollo in Mick’s gym. Apollo “You know Stallion, its too bad we gotta get old.” Rocky “Wanna ring the bell?” Creed “Ding, ding”   They land a blow at the same time and the credits roll to Eye of the Tiger*

Neyz: I couldn’t fight like that.


Neyzor Blades’ Assessment: 7 out of 10. He wasn’t the same lovable dope and everyone was different. It took away from the specialty of the first two movies.

Warlock’s Assessment: 9.5 out of 10. The story, the acting, the soundtrack and the execution was all perfect, but I agree the character changes irked me. Adrian wearing makeup and mink coats, Rocky wearing a coat and tie everywhere. Other than that, don’t get much better than that. I put this third behind the first movie and Creed in terms of quality.

Final Grade: 8.5 out of 10 – Brilliant


*Warlock rises from the couch*

Warlock: Awesome, simply awesome. You talk about genre defining movies and memorable soundtracks, this was it. This movie launched the careers of both Mr. T and Hulk Hogan and cemented the legacy of Sylvester Stallone. The series only went downhill from here but when the first 3 movies are near perfection, its only natural for that to happen. Still, I highly recommend it if you haven’t seen it already.

*Warlock jumps up and raises his arms in slow motion as Eye of the Tiger appears out of nowhere*

Neyz: What the shit is that? Stop that!

Warlock: Have a pleasant evening.



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