Conveniently forgetting the health problems that threatened him in Rocky II, Rocky Balboa (Sylvester Stallone, who also wrote and directed) reigns in ROCKY III as superstar World Heavyweight Champion prizefighter. He's on the verge of retiring undefeated when he's taunted by a contender, a ferocious Chicago brawler called Clubber Lang (Mr. T). Lang demands a showdown with Rocky. Rocky is shocked to find that his longtime trainer Mickey (Burgess Meredith) has been lining up easy opponents all along. Mickey thinks that the wealthy, comfortable Rocky has gone soft (never mind that Stallone never looked so muscular), that the good life has taken away the "eye of the tiger" needed to defeat a raw scrapper like Clubber. Rocky goes through with the fight, but Mickey suffers a seizure backstage. Rocky is knocked out, losing his title to the gloating Lang. Then a new mentor appears -- none other than Rocky's old foe, former champ Apollo Creed (Carl Weathers), who takes Rocky to a seedy slum gym to try to restore the "eye of the tiger".

The original 1976 Rocky was more than just a sports action flick. It had a solid character-building message in its tale of lowly Philadelphia boxer's underdog shot at the championship: It doesn't matter if you win or lose, as long as you try your best, or "go the distance" in Rocky-speak. By the time ROCKY III came around, that message was knocked right out of the ring. Rocky III allocates no human qualities of athletic competition to the Clubber Lang character. He's a one-dimensional bully with no back story or redeeming features. Which is too bad, because Mr. T -- with no major alteration to his persona or look or catchphrase "I pity the fool!" -- went on to be a kids' action hero on TV's The A-Team and even his own Saturday-morning TV cartoon.

The racial aspect of the movie is worth discussing with older kids. This was right before the rap and hip-hop explosion that combined urban black-American anger with pride and empowerment in music and movie characterizations. Mr. T, in his African-warrior hairstyle and gold chains, could well be a gangsta rapper-hero -- except he's just a few years too early. Would Rocky III had been a popular hit if Clubber Lang were better drawn, not just white America's worst nightmare of a hostile inner-city thug? In addition to Mr. T, Rocky III was a breakthrough for another star, the WWE idol Terry "Hulk" Hogan, playing a menacing but -- unlike Clubber -- secretly friendly wrestler with whom Rocky grapples in a silly charity match. This helped bring pro wrestling into the mainstream, which should indicate right there the overall level of the material.