Let's rock! It's time, once again to enter the square circle, and see what happen to Rocky Balboa (Sylvester Stallone), the underdog as he faced his greatest foe, yet in Clubber Lang (Mr. T). My predictions. Pain. Directed and written by Sylvester Stallone, the movie starts off from the events of 1979's Rocky II, as Rocky Balboa reigns as a World Heavyweight Champion prizefighter. He's on the verge of retiring undefeated when he's taunted by a contender, Clubber Lang. When, Rocky learn that his longtime trainer Mickey (Burgess Meredith) has been lining up easy opponents all along, because Mickey believe the wealthy & comfortable lifestyle has made Rocky gone soft. Rocky must once again, find the eye of the tiger to defeat a man like Lang. If the first two movies were based off the Muhammad Ali and Chuck Wepner, then this film fight remind me of what would happen if Rocky Marciano step on the ring with a Mike Tyson type of a fighter. Since, Tyson was still an unknown boxer at the time. I believe Clubber Lang was based on a combo of Sonny Liston, George Foreman, and Larry Holmes. He's a one-dimensional bully with no back story or redeeming features. It made him a great antagonist. Still, I was really hoping for more from the character than being menacing. I glad, this film made Mr. T into a celebrity, but it hard to take him, seriously as a threat to Rocky when rewatching this film, due to the star going on to be a kids' action hero on TV's The A-Team and even his own Saturday-morning TV cartoon, after this. Mr. T became more and more of a joke as the 1980s went on. It's clear that the character of Apollo Creed (Carl Weathers) was influenced by outspoken boxer Muhammad Ali. You really do see it in Carl Weathers performance here who takes a more supporting role here by helping Rocky trained against Lang. Creed is humanized so well in this film. Supporting returning characters such as Adrian (Talia Shire) & Paulie (Burt Young) also make the film, worthwhile. Adrian is just as beautiful as she was in the first film. Is Paulie, a bit racist in the film? Yes, but it's pretty tame. I like to think, Paulie somewhere in the film, learn to respect black people, but I doubt it, but he's not the main focus on the film. His presence in the film is pretty minor. Sylvester Stallone is once again, great as the main role, Rocky Balboa. Even as view as the top man in his sport, he still the underdog when it comes to challenges. This movie shows what it is like to have everything rather than to start out with nothing like the previous movies. It show, how fame can lost a person, and for you to gather yourself up, you have to start from scratch. The movie has a lot of heart. Without spoiling it, you feel for Rocky, for the person, he lose in the film. You want to see him, bounce back from that lost. You really want him to go the distance even if Rocky is super rich, now. In my opinion, Rocky Balboa is the greatest character, Sylvester Stallone ever played. It doesn't matter, if he's rich, poor, or old, his 'go for it' motto for life is a great role model and Stallone acting shows that. This movie also have some of the best training montage to pump up. This will inspire anybody for anything. You really get what Rocky is going through. The music is once again, uplifting as hell. Not only do you got, the original Rocky theme song, 'Gonna Fly Now' by Bill Conti with lyrics by Carol Connors and Ayn Robbins. The Rocky series got 'Eye of the Tiger' by the band, Survivor. The film nearly got the song "You're the Best" performed by Joe Esposito. That song was later used for 1984's film, 'the Karate Kid'. It's seem like a nearly perfect film, but this film however, depending on who looks at it, might dislike it for the more cartoony action than realistic drama, approach. Rocky and Clubber Lang take a pounding in their fight scenes, but it look less like boxing and more like pro-wrestling. Rocky getting tossed around by a cameo from a wrestler, Hulk Hogan was interesting. Indeed, this movie helped bring pro wrestling into the mainstream, 3 years later when the film co-stars, Mr. T & Hulk Hogan would team up to fight Roddy Piper & Paul Orndorff at Wrestlemania in 1985. That event was a success, and help bring new light to this film. Because of that wrestling event, Rocky IV was greenlight & release later that year. Would this movie have been a box-office hit if Rocky's opponents were better-drawn character instead of just a trash-talking cartoon like bullies? It's hard to tell. Its cheese factor is one of its biggest draws for me. Is the movie, a bit dated? Yes, the awful 1980s fashion trends are throughout the film, but it's a product of the times. Is the writing is sub per? No, I think Stallone deserve more credit for making Rocky into a likable boxer. He could be a little more, clever in some parts. Does the movie glorifies a brutal violent blood-sport? Yes, but for a movie about boxing, it's pretty tame. Not a lot of blood in this film. The camera work in the film are pretty damn good. The movie was beautiful shot, and the movie ends with one of the most iconic way, a film should end: with a Leroy Neiman painting. Overall: It was indeed a change of direction for the Rocky series, but without a doubt, it's one of the better films of the series. Plus, it gave us the Rocky statue in Philly. So- It has to be must-watch. It's an excellent story of a true underdog getting back on top.