That Moment In Rocky III (1983): Let The Fear Go

REVIEW: Like the previous entry in the series, Rocky III begins in the ring, with a recap of the last fight. It’s the rematch between current heavyweight champion Apollo Creed (Carl Weathers) and the underdog, Rocky Balboa (Sylvester Stallone). While Creed goaded Rocky back for a second chance, after being accused of going soft on him in their first fight, Creed wants to show the world it was a fluke and that he’s still the best there ever was. Rocky, again proving to himself that he can still go the distance and bolstered by his wife Adrain’s (Talia Shire) support, comes to the match with a new fire. Of course, it comes down to the final bell and referee’s count, but Rocky prevails and the movies starts.


Three years pass and Rocky has defended his title ten times, becoming an international star and incredibly wealthy. As he wins fight after fight, there are a a few eyes in the audience that take note. First is Paulie (Burt Young), Adrian’s brother, who is taking up drinking and growing resentful of his brother-in-laws success, feeling he’s not been given any respect. Second, and arguably more important is Clubber Lang (Mt. T), an up and coming boxer whose hungry and clearly believing Rocky is not deserving of his title.

The first problem is easy to handle. The second, not so much. One day, when Rocky is on the steps of the Philadelphia Museum of Art where he is unveiling a large statue of himself that he’s dedicating to the city, Lang is in the crowd and steps forward. Rocky announces his retirement but that infuriates Clubber who steps forward and challenges Rocky, claiming all his bouts have been with “bums” who were never any good. With Rocky is Mickey (Burgess Meredith), his manager, who tells Rocky he wants no part of this and if Rocky chooses to fight Lang, he’ll do it alone. It turns out that Lang is right. Rocky’s been in the ring with handpicked lesser boxers to make sure Rocky stayed champion. Humiliated and questioning his entire career, he begs Mickey for one more chance to prove who he is. Mickey agrees and the training begins.


Directed and written by Stallone, the third in series has a much brighter sheen to it than the previous films and that it one of the more significance issues that mark the start of the downfall for Rocky and next few installments in a franchise that, like it’s eponymous hero, is trying to go the distance. Now that Rocky lives in opulence, the gritty, dark side streets of his origins are left behind, leaving us, the average movie viewer with nothing to connect with. So it all comes down to a fight, which, really, no matter what fills in the story in the middle, means little in what we expect and earn when the last bell rings.As a director and writer, Stallone is comfortable in the formula but shows confidence in staging and presenting the film, giving it great momentum as we approach the inevitable vengeful showdown in the denouement. In a revealing interview with Roger Ebert, Stallone had plans to have Rocky die after his victory, thinking the third film would give the character the full circle (although it looks as if that circle is getting it’s real completion in the up coming follow-up to Apollo’s story in Creed). Either way, the finely-tuned, slickly-produced product that is Rocky III is very well made but lacking heart, something Rocky has always had to this point. The uplifting moments are all carefully manufactured and constructed of the same glorious bits of pride and sacrifice we’ve come to fully embrace with the series. We know we’re being manipulated, but it feels so right.

That Moment In: Rocky III

Scene Set-Up: The first with Clubber Lang is a disaster. Rocky never took ti very seriously, training in palatial gyms open to the public, it became a media circus and a consumer festival. Lang, on the other hand, hit the streets and like Rocky from the first film, got hungry and committed. On the night of the big bout, back stage before they head to the ring, they meet and an altercation start where Mickey gets shoved to the ground. He suffers a heart attack and is carried into the locker and attended to while Rocky heads to the fight, his mind now scattered in a hundred directions. He’s knocked out in three rounds. When he rushes back to the locker, he is there when Mickey passes, telling his mentor he won. The loss to Lang and the death of Mickey are devastating for Rocky. But someone was in the arena that night and saw the beating Balboa took. One night, when Rocky is in the now darkened gym that Mickey ran, that man pays him a visit. It’s Apollo Creed, Rocky’s nemesis from the first two films, and he thinks Rocky has one more fight in him, but to do so, to defeat Lang, he needs to find the eye of the tiger. He’s going to train Rocky the old-fashioned way and get him ready to take back his title.


The Scene: (Timestamp 01:08:35): After some workouts, Rocky isn’t himself. He is haunted by images in his mind of Lang and the hurt he put him in. It stifles him and literally keeps him in the corner of the ring as Creed tries to train him. Apollo grows increasingly frustrated and takes a new direction, bringing Rocky to the beach to work on speed where they will run sprints in the sand. Rocky tries but gives us and stops halfway, leaving Apollo convinced it is over. Time for Adrian.

In the past, Adrian has always been the heart of Rocky’s fight. Her belief in him has carried him through every fight, but this time it’s more than just a belief he needs. Mickey’s confession that the fighters he faced in his defense of the title  were handpicked to keep him the winner broke his confidence. To believe who you are and have the foundation be proven wrong has left him weakened. He tells Adrian he’s not who he think, that being lied to by Mickey wrecked him. It wouldn’t have mattered if he lost the title straight away, at least it would have been real.

But Adrian is smarter that this. She knows it’s something else. Fear. She sees it in him but makes him say it. She yells at him to tell her the truth about what is holding him back. When he does, he lets it it all out. When he was young, he had nothing so there was nothing to lose. Now he has her and a son and the life they have built and for the first time ever, he’s afraid. Afraid to lose it all.


Adrian fires back. The fear is right. But it doesn’t matter. Rocky can’t spend his life thinking the world will think him a coward because when it’s all over, when the chanting stops and the celebrity is gone, it’s just going to be the two of them and he can’t live that, they can’t live like that. He has to let it go but but he has to get in the ring for the right reasons. Apollo thinks he can do and so does she. He has to face Lang not for Mickey, not for the title, not for the people, not for the money and not for her. Just him. Him alone. And if he loses, then he loses with no excuses and no fear. Cue the music. From here, Rocky goes gleefully back into the formula and when Bill Conti‘s now iconic, inspiring montage tune kicks in, we know Lang doesn’t have a chance.

The significance of Adrian has always been apparent, but here, finally, after two other films, actress Talia Shire gets a real moment in the series. While she was the entire motivation for Rocky in part II, that motivation came more from Rocky waiting for her to say yes. Here it is about Adrian pulling her husband out of the dark and forcing him to recognize what he is feeling. She is not just the catalyst, she is the method. She’s been watching Rocky train, always in the background, witness to Creed’s failing efforts to inspire his fighter. She knows how important Mickey was to Rocky, but she also knows what makes him a fighter, the reason he goes back to it over and over. He never quits. It’s even why they are together. Having her remind him of this is the right choice. In the past, the moments between these characters has always been soft, sentiment, compassionate. Adrian is a caring woman who wants the best for her husband but also to not give up his dreams. Here, Adrian is no longer the introverted and shy girl always in Rocky’s shadow. She is bright and strong and her presence is far more prevalent. It’s almost surprising to see her so impassioned with Rocky here on the beach, but it is highly effective. It remains the finest moment in the film.



Sylvester Stallone



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