He Got Civilized: ‘Rocky III’ (1982)

Lary Wallace
Fever Dreams
15 min readNov 23, 2022

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Although the members of Queen couldn’t save a movie about their own band — that one with Rami Malek lip-synching Freddie Mercury — at least they were able, some thirty-six years earlier, to save Rocky III. They did it by refusing to grant the rights to “Another One Bites the Dust,” which Sylvester Stallone wanted for the movie’s theme. Can you imagine such a strident anthem — extolling inexorable dominance — ever capturing the essence of a movie so subtle as Rocky III?

Easily the wisest and most self-deprecating of all the Rockys and Creeds, III was able to go where no major sports movie had gone before or has gone since, by exploring the greatest psychological foe any reigning champ can face. I’m talking about complacency, which suits Rocky just fine right up until he attends the dedication of a statue in his honor.

That’s where he has his first encounter with Clubber Lang (Mr. T), a vicious fighter who’s stayed hungry as Rocky’s gone soft. In the opening montage, we see Clubber’s disgust as Rocky knocks down tomato can after tomato can, while Clubber is destroying real fighters and not even getting a shot at the belt.

As ‘III’ begins, Clubber’s the only one doing his time, taking his chances.

The Rocky franchise is famous for its training montages — hell, training montages are famous because of the Rocky franchise — but this opening montage to III is something altogether trickier: it has to capture the essence of Rocky’s complacency as well as the drama of Lang’s frustration. “Another One Bites the Dust,” for such a nuanced message, simply wouldn’t have done.

There’s Rocky winning his first title defenses….There’s Clubber sitting restless, ringside, as he watches Rocky’s opponents become progressively underwhelming….There’s Clubber’s restlessness now becoming anger….There’s Rocky easily defending his title overseas against European competition….There’s the proliferating magazine covers featuring Rocky….There’s the proliferating frustration of Clubber, who hasn’t let the unfairness of it all ruin his zest for training, or for fighting real competition….There’s Rocky dining alfresco while shooting an American Express commercial….There’s Clubber training alfresco, just as Rocky once did, and taking down serious competition….There’s Micky looking on in concern from the stands as Clubber takes down yet another opponent….There’s the Survivor vocalist vocalizing, “And the last known survivor stalks his prey in the night,” except he’s not talking about Rocky.

Rocky had no idea Clubber would be at his statue-dedication ceremony, although maybe he should have guessed, given that Clubber’s been stalking his prey the entire movie so far. Whatever the case, there’s Rocky, letting the accolades shower upon him outside the Philadelphia Museum of Art. The marching band knows how to play “Flying High Now,” even though it’s never been heard in the movie’s reality except in Rocky’s head. That’s how powerful an icon this man is — his inner soundtrack is the city’s fanfare.

After the mayor declares the statue “a celebration to [sic] the indomitable spirit of man,” Rocky steps to the podium and declares his spirit dominated, at least as it pertains to boxing — or, as he puts it to a raucous and highly disappointed crowd: “I’m thinking maybe it’s time that I should, uh, step down, maybe, and retire.”

No one in the crowd is more upset by the news than Clubber, who steps forward and says above the raucous disappointment all around him, “Gettin’ out while you can? Don’t give this sucker no statue. Give him guts! I told you I wasn’t going away. You got your shot, now give me mine!” And Clubber’s right, of course, even if you believe — as I do — that Rocky’s earned the right to no longer struggle within this body-punishing, brain-damaging profession.

He’s earned the right to retire, it’s true, but not to play keepaway with the championship belt. That’s why, when Mickey pipes up with a “Why don’t you get the hell out of here!,” Clubber responds with: “Shut up, old man — I ain’t goin’ nowhere.” Then, to Rocky: “Why don’t you tell all these nice folks why you been ducking me? Politics, man. This country wants to keep me down. Keep everybody weak. They don’t want a man like me to have the title, because I’m not a puppet like that fool up there.”

A man like me — does he mean a black man or an underdog man? Quite possibly he means both, but that’s okay because the movie insures Rocky against charges of racism by having him train not only under a black man, but under a black man he’s both beaten and been beaten by. But that’ll come later. For now, Rocky has to respond to Clubber’s all-too-public accusations:

“You know, you’ve got a big mouth, you know?”

“Why don’t you come down and close it, Balboa? Come on!”

Rocky makes a motion toward Clubber but all it takes to arrest his movement is wife Adrian (Talia Shire; a much more assertive figure in this movie) tugging at his arm and Mickey saying, “That guy’s crazy. Don’t listen to him.” Clubber lays out, once again and in considerable detail, his (thoroughly legitimate) complaint that Rocky’s been ducking him. This gets the crowd on Clubber’s side, which perhaps is what emboldens him to Cross a Line:

“Hey woman! Hey woman! Listen here.” He’s talking to Adrian (who in this installment wears the pelt of a precious animal, purchased with the proceeds of her husband’s opportunistic exhibition bouts). “Since your old man ain’t got no heart, maybe you’d like to see a real man. I bet you stay up late every night. I bet you stay up every night, dreaming you had a real man, don’t you? I’ll tell you what. Bring your pretty little self over to my apartment tonight, and I’ll show you a real man.” If you don’t remember the movie, try guessing which of the following three options Rocky chooses:

a.) Say nothing, letting Clubber’s cruelty and banality hang in the air, turning the crowd against Clubber, then go back to his speech.

b.) Inform Clubber that Adrian prefers their mansion to Clubber’s apartment.

c.) Storm Clubber like some steroidal hot-head, shouting, “You want it, you got it!,” and letting himself be held back (far too easily) by a couple of (clearly out-of-shape) beat cops.

If you guessed a.) or b.), you guessed incorrectly.

Meanwhile, back at the manse later that day, Rocky and Mick get into it when Mickey tells him he’s leaving, “Because you can’t win, Rock! This guy’ll kill ya to death inside of three rounds!” In that gravelly growl, he tells Rock that Clubber’s “a wrecking machine, and he’s hungry! Hell, you ain’t been hungry since you won that belt!” He reveals to Rock that his ten title defenses were “handpicked,” telling him that even though they were “good fighters,” “they wasn’t killers like this guy. He’ll knock you to tomorrow, Rock.”

“Three years ago you was supernatural,” he says, in the movie’s most famous piece of dialogue. “You was…you was hard and you was nasty, and you had this cast-iron jaw. But then, the worst thing happened to you that could happen to any fighter. You got civilized.”

Stallone was experiencing his own complacency at the time, and for precisely the same reason as Rocky: because the world had fallen in love with Rocky. The success of that first movie had allowed Stallone to live a certain way, and he had begun living a certain way. Anyone who’s achieved a goal, improved one’s circumstances, and then let oneself relax a little too much can relate, on some level, to what happened.

“You know what I think happened?” Stallone told Roger Ebert while doing publicity for III.

After Rocky, I was almost set up in the eyes of the media to make a flop. The last two years have been pretty tough, public-image-wise. I said some things that did not exactly endear me. My ego got blown out of proportion. I reran, just out of curiosity, some cassettes of talk shows I was on. I realized painfully that I was giving Sylvester Stallone and they wanted Rocky. They’d ask me questions which I, as an actor, knew nothing about, and I was so enchanted by the sound of my own chatter that I’d spout off my opinions. One day I was doing that on the Dinah! show. And after the show was over, this innocuous-looking gentleman walked up to me. His eyes were glistening. He said one thing: “Why are you doing this?” Then he turned and walked away. “That was the end for me. I realized what I was doing. What happened, Rocky was so big, and I’d been so low, I was too cocky. In the year of 1972, my total income was $1,400. Now I was a bigshot. I think I’ve got things a little more straight now.

Because Stallone has learned, so now can Rocky. He takes the fight with Clubber Lang (Mick reluctantly agreeing to stay on and train him), which means he must get in shape like never before. That means, apparently, training in the convention center of the Bellevue Stratford Hotel, monetizing this opportunity as he’s been monetizing every other. You’ve got Paulie selling merch, a giant Leroy Nieman painting, a neon sign that leaves Adrian conflicted, training equipment all over the place (some of it being used by paid attendees), Frank Stallone singing the sub-disco “Pushin” (no apostrophe; Clubber still gets the good music), and, in the center of it all, a sparring ring where Rocky can entertain the paid loiterers.

That’s Frankie Stallone in the bottom-right photo, crooning ‘Pushin’ (no apostrophe).

“Listen, how the hell can we train in this creep joint here?” Mickey wants to know, and Clubber would agree, which is why he’s training in an austere, distraction-free environment. Rocky, meanwhile, smiles for the cameras while hitting the heavy bag and receives kisses between reps on the leg machine. He skips rope playfully before an orchestra and a crowd of female admirers. For a fight against Clubber, this simply won’t do. Mickey knows it: “Is that the way you train for Clubber? He ain’t gonna kiss ya, he gonna kill ya, you know that?”

The producers really lucked out when they found Mr. T, at the time a complete unknown. Working as a bodyguard to the stars, he’d landed this proto reality show called Games People Play, in the World’s Toughest Bouncer competition, and, fortunately for Mr. T, casting director Rhonda Young was watching that night. They’d been considering legendary boxers like Ernie Shavers (voice too high-pitched) and even Joe Frazier (a prohibitive stutterer), but searching far afield is how they found everything they’d been looking for up-close.

The mohawk, the chains, the idiosyncratic name, the fearlessness, the charisma — it was all already in place; what they added was an education in acting and boxing. After that, they came to discover that Mr. T, because of his psyche and his background, was even more appropriate for the role than they knew. “The character calls to be hungry,” he told David Letterman at the time, “and I’ve been hungry all my life. That’s why I wear these combat boots — because it’s symbolic of my struggle. I’m born in the ghetto and raised on welfare, so that’s what…the character was about. A lot of people mistake him for being mean and hateful. He don’t hate, he’s just hungry.”

The Clubber Lang who gets in the ring to fight Rocky is clearly hungry. His assault is relentless, overwhelming, literally staggering (for Rocky staggers), and the fight is quickly over in a fashion that Mike Tyson would soon make familiar to sports fans. This is just the beginning of Rocky’s troubles, however, for Mickey — angered to excitability by Clubber before the fight — is laid out with heart troubles in the dressing room. He dies.

Rocky’s devastated. Before Mickey died, Rocky had told him the fight ended in a second-round knockout, without even mentioning who’d done the knocking out. Now there’s a higher score that needs settling with Clubber Lang, as Rocky seeks to convert his implicit lie into a kind of truth.

The night of Mick’s funeral, Rocky goes on a soulful, reflective ride through Philly on his yellow Harley. He stops at the statue with which the city recently venerated him. The sight of it disgusts him. He snarls at the false idol with contempt, then hurls his helmet up at the structure, yelling into the night sky as it clangs off the bronze.

Now rid of his contrived protection (helmet, statue), he rides off into a freer, less certain future.

Rocky III is a toy-chest full of colorful gimmicks. We’ve already seen the gimmicks on display at his pre-fight exhibition workouts; something also needs to be said about the wrestling match he participates in with a pre-fame Hulk Hogan, who appears in III under the (altogether perplexing) name of Thunderlips.

It happens in that decadent period during which Rocky does everything for money, even if the money sometimes goes — as it goes here — to charity. It’s a ridiculous match, and the ridiculousness is part of the point. It’s pretty obvious that Stallone and the other producers wanted to acknowledge the emerging mainstream popularity of professional wrestling, and made a conscious decision to have some whimsical fun with the phenomenon, as if to epitomize the absurdity that Rocky’s life has become.

Hulk Hogan stood on an apple box during key scenes to make himself look taller.

If only Hogan’s full-time employer appreciated the possibility of movies as well as the movies appreciated that of wrestling. The employer was Vince McMahon, Sr., then head of the World Wrestling Federation and not nearly as savvy as his son, Vince, Jr., who would soon take the WWF to stratospheric popularity. He would do so by encouraging cross-promotion, unlike his father, who actually fired Hogan for agreeing to do this film. Hogan was of course soon brought back into the WWF, and he, along with Mr. T, would star in the very first Wrestlemania, allowing Rocky III to retroactively acquire an association with wrestling that goes far beyond this one scene.

Another great gimmick comes in the very beginning, when Uncle Paulie stumbles angrily out of a bar whose TV has just offered commentary on Rocky’s risk-averse approach to fight-scheduling. Once outside the bar, Paulie stumbles, inexplicably, into an arcade, whereupon all is suddenly explicated. He takes his flask of grain (for Paulie is the kind who carries a spare even at the bar) and hurls it at a Rocky-themed pinball machine.

Paulie is disgruntled throughout the movie, even after Rocky hooks him up with a gig in the entourage. Rocky takes Paulie with him to Apollo Creed’s gym in Los Angeles, and it’s hard not to emit a guilty chuckle at Paulie’s grumpy-old-man racism as he surveys the gaggle of eccentric riff-raff outside (“I don’t even have a gun”) or the gaggle of fighters inside (“Rocko, let’s leave before they leave us for dead”).

Which brings us to yet another wonderful gimmick from III — that of Rocky earnestly learning the ways of the Ghetto Warrior.

You remember that night Rocky (symbolically) threw away his helmet and (just as symbolically) abandoned his deified image? Where he went after that was to the old gym, where Apollo was waiting for him. He offered to train Rocky for the rematch, and Rocky accepted. Now they’re in California, where Apollo intends to re-implant “that eye of the tiger, man.”

But Rocky isn’t ready to shed the Frank Stallone for Survivor just yet. When they pull up to Tough Gym (because, you know, subtlety), and Paulie’s both scared and scornful of his surroundings, there’s Frankie Stallone again doing the music, this time an ersatz “Inner City Blues” called “Take You Back,” as in, take you back to the concrete out of which the rose of Rocky first bloomed. Apollo has taken up Rocky’s cause not only to protect the movie against charges of racism — kind of like Fox News panels featuring blacks and other minorities — but to “teach him to fight the way [Apollo] does,” as Stallone himself put it in an interview before the screenplay had even been written.

“On the toes,” Apollo keeps exhorting in the sparring ring, getting Rocky to dance on the balls of his feet. “Come on, get those feet out of the concrete.” And: “Let your body find the rhythm.”

Now they’re on sunny Santa Monica Beach for wind sprints, so Rocky can get himself some “quickness,” per Apollo. “Mickey never had me do this,” Rocky complains. He loses the first sprint, then has a heart-to-heart with Adrian alone on the beach, during which he confesses his fear of failure. To this, Adrian — stronger and more assertive than in the previous films — responds with unimprovable wisdom: If he loses, “at least you lose with no excuses. No fear. And I know you could live with that.”

A final montage is set to Bill Conti’s “Gonna Fly Now,” signaling a return to peak Rocky — to hungry Rocky. Ropes are jumped, laps swum, footwork practiced, bags hit, beaches run. At the end of the final sprint, Rocky and Apollo jump around and holler and hug. Although this is the most ridiculed part of a deeply ridiculed movie, no one bothers asking the question: “How do they have the energy to jump around and be all gay if they just raced in a full-on sprint?”

So it is that, by the final bout, Rocky has proven he’s no racist. Not only does he have a black friend; he has a black friend who teaches him rhythm and speed, and flamboyantly celebrates when Rocky wins a footrace against him. Now we’re free to sympathize with Rocky over Clubber Lang, who furthers our sympathy for Rock by demonstrating, for the first time all film, a genuine arrogance.

It’s in a televised pre-fight interview, during which Clubber is asked about his strategy, and his answer is immediate and abrupt: “Don’t need any. Balboa’s so predictable and stupid, the man comes straight ahead. He’s tailor-made for me, and he’s gonna get hurt.” Now, apparently, it’s Clubber’s turn to be the entitled, complacent one.

He pays for his entitlement, his complacency, for Rocky has once again become uncivilized. His physique in this fight is so supremely cut, a kind of legend has emerged about the training regimen Stallone followed prior to the film. Franco Columbu, the world-class bodybuilder, had him doing two-a-days in the gym, one muscle group per session. Stallone would do this every day except Sundays. All he ate during this time was oatmeal cookies made with brown rice and controlled portions of tuna. His body fat went from 14% to 2.9%. Stallone himself has declared this routine inadvisable.

This is the body with which Rocky destroys Clubber Lang. There is much better commentary on the fight than any I can provide, and anyway, the fights aren’t what I go to the Rocky movies for. Like most people, I go for the drama of one life’s journey. Stallone is the only person, other than Charlie Chaplin and Orson Welles, to receive an Oscar nomination for both writing and acting on the same film, and so it’s fun to consider that it was Welles who said, “If you want a happy ending, that depends, of course, on where you stop your story.”

Will this victory over complacency prove for Rocky a positive force or a negative — will it provide healthy contentment, or will it simply open new avenues of ego-striving and angst?

That’s what sequels are for.

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