Rocky III is a 1982 American sports drama film written, directed by, and starring Sylvester Stallone. The film is the sequel to Rocky II (1979) and the third installment in the Rocky film series. It also stars Talia Shire, Burt Young, Carl Weathers, and Burgess Meredith. In the film, Rocky Balboa faces stiff competition from Clubber Lang, a powerful new contender, and turns to his old adversary Apollo Creed for training after the death of his manager and friend Mickey Goldmill.


In 1981, five years after winning the world heavyweight championship against Apollo Creed, Rocky Balboa has had a string of ten successful title defenses. His fame, wealth, and celebrity profile have increased, leading him to participate in an exhibition charity event against professional wrestler Thunderlips. Rocky's manager, Mickey Goldmill, worriedly eyes a young and powerful contender rapidly rising through the ranks, James "Clubber" Lang. While unveiling a statue of himself at the stairway by the Philadelphia Museum of Art just prior to announcing his retirement, Rocky is publicly challenged by Lang, now the number-one contender. Lang accuses Rocky of intentionally accepting challenges from lesser opponents and even makes a sexually suggestive comment toward Rocky's wife Adrian. A furious Rocky accepts Lang's challenge on the spot. However, Mickey initially wants no part of it.