Rocky III (1982)

Plans for a third Rocky film were underway during Rocky II‘s post-production. Stallone wanted a trilogy and wanted to begin filming within 18 months so he wouldn’t be too old. Bill Conti began composing pieces concurrently with his work on Rocky II.

Stallone envisioned the final bout set in the Roman Coliseum, broadcast worldwide, against a goliath Russian opponent. In between training montages around Rome, Stallone planned funny fish-out-of-water moments of Rocky failing to adapt in Europe, and poignant moments where Rocky visits the small villages in Italy where his father grew up. Apollo would take over for a wheelchair-bound Mickey as his trainer. The story ends with Rocky using his prize money to retire to the old country. 

Stallone worked on the first pass while promoting Rocky II, but personal issues caused delays. Stallone suffered an ulcer from intense pressure to make Rocky II successful. He also returned to his philandering ways, moving in with model/actress Susan Anton, prompting his wife Sasha to file for divorce, for which Sasha was set to receive $5 million and custody of their two sons. 

After several months, Anton left Stallone to begin working again and started seeing Dudley Moore. Stallone reconciled with Sasha, flying her into Budapest where he was filming Victory. He told her they were spiritually linked and acknowledged that success brought constant forbidden fruit. Wishing he could indulge, the last place wanted to be was stuck at home with his wife and two kids. He decided he needed to indulge, leaving no temptation to the imagination in feeding his ego.

Losing his family shattered Stallone’s self-esteem. Sasha was the only woman who loved him as a lewd, crude nobody. Indulging his selfish whims taught him true love means dependability and loyalty. Everything else fades but that. Stallone began to see his own face everywhere. He enjoyed this at first, until it destroyed his self-image and changed into someone he didn’t like. He succombed to petty games and jealousy, fearing he’d become an out-of-work actor again. Stallone says that fame feels like being locked in a room full of mirrors. You see so many different reflections of yourself, you can forget which one is the real you. He began to believe all of the things he was reading about himself, and it filled him with a sense of being unbeatable and unstoppable, surrounded by opulence but losing sight of who he was.

Stallone grew bitter and angry that success didn’t resolve his problems, it multiplied them. People saw him as Rocky, not Sylvester, and it was an unrealistic image to match. Two presidents and Ted Kennedy called him Rocky instead of by his real name. He felt that the only way to kill the sterotype was to kill Rocky. He’d end Rocky’s story with him on top, having achieved everything he wanted in life. He contemplated ending the trilogy with Rocky’s death on the cab ride home after his Coliseum bout having endured the fight of his life. He says he’s tired, rests his head on Adrian’s shoulders, then dies, with the crowd chants of “Rocky!” still in his ears.

He had contemplated killing off a comatose Adrian in Rocky II but rationalized that the audience wouldn’t enjoy this and repeat viewings would suffer. He wasn’t sure if this was the ending he would go with, but wanted to shoot it. He did waffle on whether he should let someone else direct due to the exhaustion of preparing for the fight scenes, both physically and with camera placements.

Rocky had typecast him into roles that emphasized his physicality, not his intellect.  The overwhelming feeling that it would all end tomorrow made him choose another track. Apollo represents the voice in Rocky’s head to reclaim the “eye of the tiger”, the hunger for success. He had to go back to basics, but also adapt. Stallone says this angle was self-analysis, a therapeutic exercise. People are conditioned to cope with failure, but not for success. It’s easier to take a loss when you have nothing to lose, but not so much when you have everything.

Upon completing the draft, Stallone signed a contract for $2.5 million and 15% of the gross for writing, directing, and starring in the third entry. Stallone’s next slated movies as an actor were a cop thriller titled ATTACK (later, “Hawks”, then finally Nighthawks) followed by a soccer-based drama, Escape to Victory (released as Victory). After which, Stallone felt Rocky III was ready once the principal players were available. However, producer Irwin Winkler pumped the brakes, saying that the script needed much more work to get it within a reasonable budget at a financially struggling MGM/UA. The Roman Coliseum title fight and Italian location shoot carried a huge price tag and Stallone’s films since Rocky II struggled commercially.

Budgetary considerations forced Stallone to scale back. Gone were the Russian opponent and the Roman Coliseum because the latter involved too much politics in Italy to secure. Stallone went back to incorporating life experiences dealing, specifially in dealing with fame and success. After Stallone’s longtime manager, Jane Oliver, died of cancer in 1976, he realized that in her wisdom, she’d shielded him from negativity and bad people, When they finally got to him, he realized he had been carried and pampered by her.

Stallone scouted Caesar’s Palace as a potential location, meeting up with 38-year-old Muhammad Ali before his attempted comeback bout against undefeated champion, Larry Holmes. Ali dropped 35 lbs. to increase his agility and dancing prowess, which inspired Stallone’s subplot of Rocky losing his belt to a younger, fiercer bruiser, then coming back leaner and more agile for a rematch.

After Holmes bested Ali, Stallone, who he was friends as a regular at Stallone’s private gym at Culver City studios, asked him to appear as Rocky’s trainer. Stallone also asked Ali to take over the Apollo Creed role, feeling it might supercharge interest publicity.

Stallone began sparring and dancing around the ring and ended up winded, so maybe Ali could teach him how to dance around like Sugar Ray Leonard. Stallone felt that to survive, you have to adapt, so Rocky learns how to be a boxer and not just a slugger.  You’re obsolete when you can’t change. Rocky can’t win on power alone, so he learns to be more agile than his opponent, building self-worth absorbing a new skill set of finesse, speedm and endurance he didn’t think he was capable of. Stallone says that his intent was to learn to fight like Sugar Ray Leonard to take on the bruising Clubber Lang.

Stallone devised a smaller-scale idea: Rocky, eyeing retirement after successful run as the world heaveyweight champ, decided to get involved in Philadelphia politics. His plans are derailed when a street-tough challenger dares him to fight, refusing to take no for an answer. After Mickey suffers a stroke, Apollo becomes Rocky’s trainer and also his manager. Apollo teaches Rocky to fight in his agile style, and how to invest his money to enjoy his retirement.

Stallone tried renogotiating his salary to $10 million, settling for $7 million. Burt Young, who initially declined returning until he was offered more money than he could refuse (a six-figure fee plus a profit percentage). He agreed on condition Pauly be killed off but they promised him the same deal if he’d return for Rocky III, which he accepted.

Stallone wanted a tight pace with more action and less dialogue. Like Rocky’s body, he wanted less fat and more muscle. Rocky became a boxer rather than a slugger. Stallone, who’d dropped 50 lbs. to play his character in Victory, stayed slim and added muscle to look ripped and lithe as Sugar Ray Leonard. He also wanted Clubber to seem larger to maintain an underdog formula. Stallone was 210 lbs. while making Rocky II and had gotten down to 162 for Rocky III. His biceps are still 16 inches but his waist went down to 29 inches from 34. Over ten months, Stallone worked with a nutritionist to reduce his body fat to 4.5%. To train for Rocky III,Concentrated on developing his lower body, running and jumping for dexterity and speed.

In January, 1981, the search for a Black actor to play Rocky’s nemesis, Clubber Lang, began. Stallone thought it would be easier to teach a boxer how to act than an actor how to box. They auditioned Earnie Shavers, who was initially too timid to hit Stallone with more than a soft jab. Stallone cajoled him into opening up more to make it real. Shavers then hit Stallone with a left hook to the stomach so hard he doubled over in pain screaming at Shavers that he nearly killed him before running off to the bathroom to throw up. Shavers wasn’t invited back. Also auditioning was ex-NFL great Jim Brown and WBC light heavyweight champion Matthew Saad Muhammad.

Talia Shire and Carl Weathers signed for a million dollars each after Stallone rationalized that Ali as Creed wouldn’t work. Weathers was relieved he didn’t have to train to fight, but still worked out every day.

Over 1500 Black men auditioned for Clubber Lang before the role landed on Lawrence Tero, aka Mr. T, a former bodyguard for boxers Leon Spinks and Muhammad Ali, and celebrities Steve McQueen, Diana Ross, LeVar Burton, and Michael Jackson. Mr. T had boxing and wrestling experience, plus had recently won a “Bouncer of the Year” award for his work at Dingbat’s Disco in Chicago. Casting director Rhonda Young sought a fresh face – like Stallone, plucked from obscurity for a chance at stardom – and asked him to audition after seeing him on an NBC-TV show called “Games People Play” in the “America’s Toughest Bouncer” competition where contestants broke through a door or threw dwarves like a human javelin. T said he was defininitely interested, so long as the part wasn’t a pimp or drug dealer. He was given seven script pages to practice his lines. He had no acting experience, but told himself repeatedly that Clubber Lang was who he was his entire life. T borrowed money to fly out to audition. Stallone liked T’s convincing street attitude and surprising raw acting talent.

After weeks of negotiating with Chartoff and Winkler, Mr. T was hired for $2,500 weekly ($32,000 altogether) to begin three months of physical training and nutrition to lose 30 lbs. Stallone rewrote Clubber’s persona to match Mr. T and allowed T to rewrite his dialogue. Stallone consider Mr. T as a force of nature and didn’t want to tamper with his intensity.

Hulk Hogan was cast as the pro wrestler Thunderlips when Stallone was watching late-night cable TV and saw him wrestling four other men at Madison Square Garden. He thought it would be interesting to have a scene where Rocky faces a wrestler in a charity mixed match, similar to when Muhammad Ali faced Gorilla Monsoon in 1974. When Hulk asked WWWF owner Vincent K. McMahon (Vince McMahon’s father) for ten says off to shoot the film, McMahon refused, resulting in Hogan quitting the wrestling organization to appear. After filming, Hogan went to wrestly in Japan before joining the AWA in the US.

Scenes in the movie were shot in Ali’s heavily guarded mansion to double as Rocky’s. Stallone was interested in doing location shooting in New Zealand and buying land there.

One publicity magnet became 12-foot-high half-ton bronze statue of Rocky with his arms raised in a victory posed. The statue was sculpted by Denver-born artist A. Thomas Schomberg for two scenes atop the Art Museum steps. For a tax write-off donation, Stallone told the museum that the statue could remain there because fans regularly ran up the steps re-enacting the famous scene in the original Rocky. The statue would be a magnet attracting common people to check out more art inside the museum.

Controversy ensued when the museum commission proclaimed the statue too garish to keep beyond the two weeks needed for the film, negotiating to subsequently house it in the JFK Plaza tourist center or the Spectrum. Stallone was incensed they rebuffed his generous offer and shipped it to his home in California where he tied it to a backyard tree until he figured out a new home.

Philadelphians began circulating petitions to bring the statue back to Philadelphia. Local politicians got involved, promising to pass a bill to house the statue in town. Stallone offered to return the statue free of charge if the commission reversed their decision. The agreed to display the statue at the museum during the film’s promotional period before it found a permanent home at the Spectrum until 2006, when it was placed at the foot of the Eakins Oval, next to the Art Museum steps

Mostly shot in LA locations, except for brief location work at Philadelphia’s Art Museum steps. A small snag hit the second day of shooting, as they had to clear the arena, including its 4500 extra, due to a bomb threat. The Screen Actors Guild didn’t have enough extras available so they filled up the rest with residents of senior centers and children from Boys and Girls Clubs, paid for with food and door prizes to keep them from leaving.

Stallone’s personality caused friction with the producers, Chartoff and Winkler. His Rocky success didn’t bear fruit outside of the series. He felt pressure to avoid repetition to break the stereotype, but his fans didn’t follow. The failures of Nighthawks and Victory eroded his confidence. If Rocky III failed, he might quit the business.

As director, Stallone wanted a different feel for Rocky III. Rocky II emulated John Avildsen’s style because it was set directly following Rocky, three years have passed for the events of Rocky III. Stallone, in meeting many real-life championship boxers, notes that many become civilized and sophisticated once they achieve massive success. He cares about how he dresses and how he speaks, and has worked on it. This Rocky wasn’t a fat slob who said, “Yo!”  He trimmed down, hired a hair stylist, and had facial plastic surgery. He’d was a modern man, not someone who held on to times when he had no money and seemingly no future. This carried to their spouses, as Stallone observed the fashionable turns for Vicky LaMotta and Veronica Ali. It made Rocky soft to care about his image and have everything to lose.

As for Rocky seeming smarter, more stylish, and classier, Stallone’s own image changed after finding success. Rocky would similarly take care of himself physically and intellectually as the heavyweight champion of the world. He’s a media darling who projects being a winner. He was beaming self-esteem instead of a loser burdened by the weight of failure. Rocky’s problems used to be his own; now they are front page news and his embarrassment is the talk of millions around the world. Stallone wanted the movie to also carry the pace, energy, and momentum of Rocky in its editing.

Stallone wanted the character sophistication to apply to the camera work. These were people always in the public eye, so he wanted more news footage, and more Steadicam work to give a more documentary feel, with glare and light reflected in the lens, like a persistent invasion of privacy to Rocky’s life in a fishbowl.

The Barclay Hotel in Los Angeles, where Stallone filmed part of Paradise Alley, became the place where Apollo trains Rocky because Stallone liked its run-down quality. Stallone envisioned Rocky returning to the bottom to climb back to the top. The glory wenr to his head and he had to find his roots to get his groove back through education and adaptation.

LeRoy Neiman, who’d done a portrait of Muhammad Ali, did a painting for the film of Rocky and Apollo boxing used as the movie’s last shot.

In later interviews, Stallone softened on the possibility of Rocky IV, perhaps continuing as a character study of Rocky outside of the boxing arena. At 35, Stallone’s punching was slower compared to when he made Rocky, He’d be even older if attempting another in three years.  Perhaps Rocky could get into social service, or into politics, or might center on the further friendship between Rocky and Apollo Creed a footloose and fancy-free “Butch & Sundance”-type adventure. But he doubted he would, saying he loved the character too much to see him bled dry. He’s not a Frank Capra character that can go on forever.

The shoot was only 37 days and came in $1.6 million under budget. They saved time and money rehearsing boxing scenes for weeks before filming. The big bout took 5 days to film for Rocky and 9 days for Rocky II, but only took seven hours for Rocky III because they’d rehearsed the moves and camera placements.

For the music, Stallone had cut the opening montage to Queen’s “Another One Bites the Dust” but they wouldn’t grant him the rights. He contacted rock group Survivor’s Jim Peterek and Frank Sullivan for an original for the montage. Stallone liked Survivor’s song, “Poor Man’s Son” and wanted something with a similar raw, pulsing street energy that matched the montage. During their phone conversation, Peterek scribbled down ideas as Stallone discussed the thrust and feel of the song. Stallone FedExed a Betamax of the opening montage with Queen’s song on it. They turned the sound down and came up with a similar beat to coincide with every punch. However, they struggled for what to make the song about. They asked Sly for a rough cut of the entire film. Stallone reluctantly agreed, on condition they return it overnight delivery one day later. They keyed in on the catchphrases and the “eye of the tiger” stood out as the perfect title and the lyrics fell into place based on the vibe of the film. Two versions were to appear on the soundtrack. The song hit #1 on the pop charts and remained there for seven weeks.

The release date was moved up two weeks to May 28 instead of June 11.  MGM/UA was in need of an immediate influx in cash and Rocky III was the only sure thing they had on the horizon. Plus, they didn’t want it to compete with E.T. Stallone wanted to travel with Sasha on a 30-city tour to promote Rocky III to get in touch with the fans.

Intending it to be the last Rocky film, Stallone broke down sobbing when production wrapped.  He felt he was losing his best friend, his therapist, his sounding board, his Aladdin’s lamp. He no longer could fall back on his safety net in a career that hadn’t yet panned out in beyond Rocky. He had no control over how they perceived him in those films, which meant that, beyond Rocky, he had no control over how his career would fare. Rocky, to him, was his creation – his child – a child that gave birth to the man Stallone became. Rocky taught Stallone valuable life lessons, especially by setting standards and values that he himself was failing to live up to. Fans also carried expectations. When Stallone smoked a cigarette, kids shouted that Rocky doesn’t smoke.

Stallone felt his arrogance resulted in his life falling apart, both professionally and domestically. Shutting out all noise to write, directs, act, and train for another chapter in the Rocky saga spotlighted where he was failing. Stallone and Sasha moved to a new home in Pacific Palisades, California hoping for a new start.

Stallone felt that Rocky III should be as lean and agile as his body. He felt that the personal drama that got people to like Rocky was already well established in the first two films. Adding more would only make it seem too heavy-handed. He could get right into the action, and the drama would naturally unfold in between. Despite getting in the ring for three bouts, Stallone calls Rocky III a psychodrama more than a fight film. He pulled in viewer interest by making audiences want to see Rocky punch his opponents in the face for them.

As with Rocky II, Stallone wanted some real punching resulting in authentic bruises and blood on their faces. Paramedics stood by with oxygen, smelling salts, and IV units. Stallone says everything from the middle of the final round to the end is them is actual fighting.

Sasha served as the production’s photographer again. She makes an appearance in the movie as a groupie who kisses Rocky and makes Adrian jealous.

Rocky III was hugely successful, outgrossing the prior films, and only bested by E.T. among 1982’s top grossing films.

While certainly entertaining, Rocky III can be seen as the film in the series that finally lost the heart, soul, and focus of the first entry, the Best Picture Oscar-winner, Rocky.  In their place is a mostly commercial vehicle using the same characters, given a simplistic revenge plot rarely found outside of a wrestling arena.  Fittingly, future WWF champion Hulk Hogan is a harbinger for a series that takes a professional wrestling vibe henceforth.  Hogan exits the film, but the bombastic spirit remains, as Mr. T and Balboa face off in two boxing spectacles.

Stallone going lean and clean became a philosophy to his movie.  Rocky III is twenty minutes shorter than its predecessors, but beefed up with action and confrontations.  Character progression proceeds simply: Adrian shows spunk, Rocky, fear, and Apollo, a champion’s character.  The rest is machismo and braggadocio, as Clubber Lang has, literally, no character development beyond his insatiable quest for the championship. It’s the first time that a true villain has been introduced into the series, possessing no redeeming features whatsoever.

Although simple and predictable, Rocky III still delivers excitement.  It’s slick, polished, and engaging. Viewers who prefer boxing to romance might consider it the most entertaining entry.  Just as Rocky squeezes out elements that make him soft to face Lang, gentleness and humanity are excised to prove who is the most macho.  Whereas Rocky‘s pugilists were defined by the hearts beating within each fighter’s chest, Rocky III is measured by how hard the fighters externally beat their own chests with their fists.

Qwipster’s rating: B+

MPAA Rated: PG for language
Running Time: 99 min.

Cast: Sylvester Stallone, Carl Weathers, Mr. T, Talia Shire, Burgess Meredith, Burt Young, Hulk Hogan
Director: Sylvester Stallone
Screenplay: Sylvester Stallone