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The Rewatchables ·

Rocky III

year 1982decade 80sdirector Sylvester Stallonegenre Sportsgenre Drama
host Bill Simmonshost Cousin Salhost Gus Ramseyproducer Craig Horlbeck format 40th Anniversary
All 16 categories

Most Rewatchable Scene · 23:40

Split: Thunderlips

The opening montage intercuts Rocky enjoying celebrity with Clubber destroying opponents, making both the story and threat immediately clear.

Thunderlips combines credible wrestling moves, comedy, crowd energy, Paulie’s chair attack, and the movie’s role in Hulkamania.

The Neil McCauley “A Book about Metals” Award for Best Line from the Movie · 56:54

“There is no tomorrow”

Bill Simmons: There is no tomorrow is offered first as a favorite.

The film

Rocky III (1982)

Directed by Sylvester Stallone · Sports

100 minutes

IMDb Find on JustWatch Find on Rotten Tomatoes
Cast

Selected cast credits · Film reference

Everything from the episode

In the order the hosts got to it. Open a row for the discussion.

23:40

Most Rewatchable Scene

Split: Thunderlips; the opening montage

Split: Thunderlips; the opening montage

In the discussion (12)
Approx. transcript time · 00:23:40Read transcript
  • The opening montage intercuts Rocky enjoying celebrity with Clubber destroying opponents, making both the story and threat immediately clear.
  • Thunderlips combines credible wrestling moves, comedy, crowd energy, Paulie’s chair attack, and the movie’s role in Hulkamania.
  • Clubber interrupting the statue ceremony turns a celebration into an escalating challenge and insult to Adrian.
  • Mickey’s admission that Rocky fought selected opponents reframes success as comfort and fear of the truly hungry challenger. — Bill Simmons
  • The first Clubber fight races from the simultaneous ring entrance through a brawl, early Rocky punches, a knockout, and Mickey’s death. — Bill Simmons
  • The beach confrontation is called Rocky and Adrian’s best scene because she forces him to admit fear without treating fear as shameful.
  • The training montage is energetic despite Apollo appearing to ease up in the race and the beach embrace becoming comic.
  • The final fight uses a large stated weight difference, a rope-a-dope strategy, and slow-motion reaction shots to build its comeback.
  • Stallone claimed that he and Mr. T went all out late in the final round, but the panel doubts it and allows that only some body punches may have landed. — Bill Simmons
  • The private Rocky-Apollo fight ends on a freeze-frame that felt like a cliffhanger even though later films never show the result.
  • Thunderlips wins one participant’s scene ballot because the nine-minute sequence contains nearly every kind of entertainment the film offers.
  • The opening montage wins another ballot because it immediately establishes the movie’s pace and stakes.
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42:09

What’s Aged the Best?

The score, Thunderlips, Eye of the Tiger, Clubber Lang, Apollo, the pinball machine, Adrian, the supporting announcer...

The score, Thunderlips, Eye of the Tiger, Clubber Lang, Apollo, the pinball machine, Adrian, the supporting announcers, and key Mickey dialogue

In the discussion (12)
Approx. transcript time · 00:42:09Read transcript
  • The recurring fight overture still signals that Rocky’s comeback is beginning.
  • Thunderlips holds up because the wrestling is authentic and Hogan performs moves absent from much of his later career. — Bill Simmons
  • Eye of the Tiger remains culturally durable and was central to Hogan’s early crowd response. — Bill Simmons
  • Clubber Lang remains one of the strongest sports-movie villains because his spare presentation and verbal performance create menace.
  • Apollo’s training role is praised as one of Carl Weathers’s fullest performances in the series. — Bill Simmons
  • The rare Rocky pinball machine remains desirable and is said to sell for about nine thousand dollars. — Bill Simmons
  • The ten selected title-defense opponents have absurdly specific credited names that the panel enjoys reciting. — Bill Simmons
  • Clubber’s slow look into the camera became an iconic Mr. T image. — Bill Simmons
  • Rocky’s affluent house visually captures how far the family has risen. — Bill Simmons
  • Adrian’s appearance and confidence plausibly reflect the family’s new wealth while preserving the gradual change from the first two films.
  • Mickey’s warning that Rocky cannot win establishes the template later reused in Rocky IV.
  • Bill Baldwin and Stu Nahan are both said to have aged nicely.
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51:36

What’s Aged the Worst?

The beach embrace, lost surprise, racial framing, Pushing, Rocky’s ingratitude, Paulie, the Rocky II recap, Mickey’s ...

The beach embrace, lost surprise, racial framing, Pushing, Rocky’s ingratitude, Paulie, the Rocky II recap, Mickey’s sudden Jewish history, and fight realism draw criticism.

In the discussion (9)
Approx. transcript time · 00:51:36Read transcript
  • The prolonged beach embrace and close shots are considered inexplicable and comic. — Bill Simmons
  • Knowledge of Mickey’s death, Rocky’s defeat, and Apollo’s arrival has erased the original theatrical surprise. — Gus Ramsey
  • The discussion accepts Gene Siskel’s criticism that another loud Black antagonist could pander to racist viewers. — Bill Simmons
  • Frank Stallone’s song Pushing is judged weak beside the series’ better songs.
  • Rocky’s complaint that Mickey never used Apollo’s methods seems ungrateful while Apollo is trying to save his career. — Bill Simmons
  • Paulie’s racism and the decision to take him into a Black Los Angeles gym age especially poorly.
  • Opening with the end of Rocky II feels redundant on repeated viewing. — Bill Simmons
  • Mickey’s Goldmill surname and Jewish funeral arrive without prior character grounding and surprised the panel. — Bill Simmons
  • The women lifting Thunderlips’s robe and the extreme damage tolerated in the boxing scenes play worse after later combat-sports viewing.
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56:54

The Neil McCauley “A Book about Metals” Award for Best Line from the Movie

“There is no tomorrow”; “you can’t win”; “I pity the fool”; “pain”; “dead meat”

“There is no tomorrow”; “you can’t win”; “I pity the fool”; “pain”; “dead meat”

In the discussion (5)
Approx. transcript time · 00:56:54Read transcript
  • There is no tomorrow is offered first as a favorite. — Bill Simmons
  • You can’t win is another central candidate. — Bill Simmons
  • I pity the fool is another proposed favorite. — Bill Simmons
  • Pain is another proposed favorite. — Bill Simmons
  • Dead meat is another proposed favorite. — Bill Simmons
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57:20

Casting What-Ifs

Joe Frazier and Ernie Shavers were considered for Clubber; Billy Graham for Thunderlips; Morgan Freeman for Clubber’s...

Joe Frazier and Ernie Shavers were considered for Clubber; Billy Graham for Thunderlips; Morgan Freeman for Clubber’s trainer; and several actors or wrestlers are proposed as alternatives.

This discussion recalls a choice from an earlier episode.

In the discussion (6)
Approx. transcript time · 00:57:20Read transcript
  • Joe Frazier and Ernie Shavers were considered for Clubber, but a stutter and a high voice were seen as liabilities. — Bill Simmons
  • Mr. T was discovered through America’s Best Bouncer. — Bill Simmons
  • Superstar Billy Graham was considered too old for Thunderlips. — Bill Simmons
  • Morgan Freeman unsuccessfully auditioned to be Clubber’s trainer.
  • John Amos is considered as a known actor alternative, though his age and familiarity would reduce Clubber’s mystery. — Cousin Sal
  • Andre, Ernie Ladd, Big John Stud, Bundy, and Paul Orndorf are discussed as wrestling alternatives for Thunderlips.
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1:00:57

The Joey Pants “That Guy” Award

Tony Burton’s Duke

Tony Burton’s Duke

In the discussion (5)
Approx. transcript time · 01:00:57Read transcript
  • Duke is favored because viewers knew the performer by that character for years.
  • Jim Hill is proposed for supplying an authentic Los Angeles sportscaster presence. — Gus Ramsey
  • Stu Nahan is recalled from the Rocky films, Spicoli’s dream, and a Globetrotters episode of Gilligan’s Island. — Cousin Sal
  • Clubber’s cornerman Eddie Smith had a long career of brief television roles. — Cousin Sal
  • Stallone’s wife appears briefly as the groupie who kisses Rocky. — Cousin Sal
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1:02:14

The Ruffalo / Hanna / Rubinek / Partridge Overacting Award

Rocky and Adrian’s beach confrontation

Rocky and Adrian’s beach confrontation

In the discussion (1)
Approx. transcript time · 01:02:14Read transcript
  • The beach scene wins even though the panel considers the acting effective. — Bill Simmons
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1:02:39

The Dion Waiters Award for Best Heat Check Performance

Duke; Clubber’s cornerman (competing vote)

Duke; Clubber’s cornerman (competing vote)

In the discussion (2)
Approx. transcript time · 01:02:39Read transcript
  • Duke is proposed because Paulie and Clubber occupy too much screen time to qualify. — Cousin Sal
  • Wally Taylor wins for the one line “get up.” — Cousin Sal
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1:02:53

Recasting Couch

Morgan Freeman as Clubber’s trainer; Kevin Harlan as announcer; young Mel Gibson as the rabbi (jokingly)

Morgan Freeman as Clubber’s trainer; Kevin Harlan as announcer; young Mel Gibson as the rabbi (jokingly)

In the discussion (3)
Approx. transcript time · 01:02:53Read transcript
  • Morgan Freeman is proposed as Clubber’s trainer despite the need to deliver instructions quickly. — Bill Simmons
  • Kevin Harlan is proposed for the second fight’s play-by-play.
  • A young Mel Gibson is jokingly proposed as the rabbi at Mickey’s funeral.
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1:03:43

Half-Assed Internet Research

Stallone’s extreme diet, the Rocky statue, Mr. T’s mother, a discarded death plan, Ali’s house, and the film’s demo v...

Stallone’s extreme diet, the Rocky statue, Mr. T’s mother, a discarded death plan, Ali’s house, and the film’s demo version of Eye of the Tiger

In the discussion (6)
Approx. transcript time · 01:03:43Read transcript
  • Stallone claimed 2.6 percent body fat, a 155-pound weight, ten egg whites and toast, fruit every third day, and several kinds of daily training. — Bill Simmons
  • Three Rocky statues were made, and Philadelphia officials moved one away from the museum steps after deciding it was a movie prop rather than art. — Bill Simmons
  • Mr. T claimed his mother walked out of the movie after criticizing the way Clubber spoke to Adrian. — Bill Simmons
  • Stallone told Roger Ebert in 1979 that a possible third film would stage a Coliseum fight and might end with Rocky’s death. — Bill Simmons
  • The movie’s exterior house is reported to have belonged to the boxer in Chicago. — Bill Simmons
  • The film uses an unreleased demo of Eye of the Tiger rather than the later commercial version. — Bill Simmons
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1:06:40

Apex Mountain

Burt Young, Carl Weathers, Survivor, Stu Nahan, and LeRoy Neiman

Burt Young, Carl Weathers, Survivor, Stu Nahan, and LeRoy Neiman

In the discussion (11)
Approx. transcript time · 01:06:40Read transcript
  • Stallone is moved to First Blood because the two 1982 hits gave him maximum ability to create later films. — Bill Simmons
  • Burt Young receives a positive verdict for balancing comedy, menace, and pathos, despite later contenders. — Bill Simmons
  • Talia Shire is moved to the first Rocky after The Godfather Part II. — Bill Simmons
  • For Mr. T, the verdict is “not till a team.” — Bill Simmons
  • Carl Weathers receives a positive verdict because he is in this movie more than in any other Rocky movie. — Bill Simmons
  • Hulk Hogan is rejected because later wrestling celebrity surpasses Thunderlips. — Bill Simmons
  • The Rocky statue is judged close but still behind the Statue of Liberty. — Bill Simmons
  • Survivor receives a positive verdict while its Rocky IV work is also praised. — Bill Simmons
  • Stu Nehan receives a yes. — Bill Simmons
  • LeRoy Neiman receives a positive verdict because he appears in a scene and his painting closes the film. — Bill Simmons
  • Burgess Meredith is moved to the first Rocky or his Penguin role. — Bill Simmons
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1:09:43

Picking Nits

Thunderlips’s size and police assault, the selected opponents, the trainer’s medical care, missing Clubber material, ...

Thunderlips’s size and police assault, the selected opponents, the trainer’s medical care, missing Clubber material, fight logistics, and several training or timing details

In the discussion (13)
Approx. transcript time · 01:09:43Read transcript
  • Joe Sack and Big Yank Ball are singled out as opponent names that do not make sense. — Bill Simmons
  • Thunderlips’s stated 390-pound weight seems implausible for his visible size. — Bill Simmons
  • The panel asks whether Thunderlips would be arrested for striking six apparent police officers. — Bill Simmons
  • Rocky should suspect the selected opponents are weak during ten easy title defenses. — Bill Simmons
  • Doctors say the trainer needs a hospital immediately but allow the fighter to delay while he dies.
  • The movie misses opportunities to show Clubber as champion through talk-show or celebrity scenes. — Bill Simmons
  • A third Rocky-Clubber fight would have been commercially and competitively plausible after the rematch. — Bill Simmons
  • Rocky’s go-for-it answer at the second stare-down is judged a weak comeback even if period-appropriate. — Bill Simmons
  • The final round may run longer than three minutes, although another timing produces two minutes fifty-eight seconds.
  • Rocky’s sudden beach-race victory appears from nowhere after struggling throughout training. — Cousin Sal
  • The trainer predicts seven or eight rounds despite Rocky being unable to skip, punch, swim, or enter the ring properly. — Cousin Sal
  • The speeding limousine behaves as if Rocky is driving even though a chauffeur emerges to open Adrian’s door. — Gus Ramsey
  • Apollo persuades Rocky to return too easily given that Mickey’s death is the whole source of his resistance. — Cousin Sal
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1:12:49

Probably Unanswerable Questions

Clubber’s responsibility for Mickey, Mickey’s age, fight betting lines and location, Mickey’s last perception, the Ro...

Clubber’s responsibility for Mickey, Mickey’s age, fight betting lines and location, Mickey’s last perception, the Rocky-Apollo friendship, performance-enhancing drugs, and the unseen private fight

In the discussion (9)
Approx. transcript time · 01:12:49Read transcript
  • The panel asks whether Clubber killed the trainer and predicts an involuntary-manslaughter case would fail because he already had heart problems. — Cousin Sal
  • The trainer says he is seventy-six in the first film and remains seventy-six on a tombstone three years later. — Cousin Sal
  • The first Clubber fight is estimated around Rocky minus 550 to minus 700 because public money would favor the established champion.
  • The rematch is estimated around Clubber minus 500 to minus 330, with Rocky’s popularity potentially shortening the line.
  • The second fight’s location is left ambiguous: the panel asks whether it is Vegas, Philly, L.A., Qatar, or Saudi Arabia. — Bill Simmons
  • A participant asks whether the dying trainer saw the beaten fighter’s face during his last brief opening of the eyes. — Cousin Sal
  • Rocky and Apollo are compared with famous friendships and partnerships, but the next film’s selfish Apollo behavior weakens the bromance case. — Bill Simmons
  • The panel asks whether Rocky used performance-enhancing drugs while rapidly adding ten knockouts during the early steroid era. — Bill Simmons
  • The result of the private Rocky-Apollo fight remains one of the story’s lasting unanswered questions. — Gus Ramsey
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1:16:43

Sequel, Prequel, Limited Series, or All-Black Remake

No ten-episode version unless episodes are about twelve minutes

No ten-episode version unless episodes are about twelve minutes

In the discussion (2)
Approx. transcript time · 01:16:43Read transcript
  • The immediate answer to a ten-episode adaptation is no.
  • Twelve-minute installments are the only joking exception, including three episodes about pouring beer into raisin brand.
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1:24:56

What Piece of Memorabilia Would You Want From This Movie?

The choices are the Thunderlips-fight Polaroid, Rocky’s yellow beach shorts, and the original LeRoy Neiman painting, ...

The choices are the Thunderlips-fight Polaroid, Rocky’s yellow beach shorts, and the original LeRoy Neiman painting, with the statue and other props considered.

In the discussion (4)
Approx. transcript time · 01:24:56Read transcript
  • The category opens with the pinball machine, painting, Apollo trunks, gym sign, limousine, and Rocky statue as possible objects. — Bill Simmons
  • The Thunderlips-fight Polaroid is one participant’s final choice. — Cousin Sal
  • The yellow beach-training shorts are another participant’s final choice.
  • The original LeRoy Neiman painting is the third final choice because it could hang as art in a home. — Bill Simmons
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1:27:37

Who Won the Movie?

Mr. T (two votes); Talia Shire (one)

Mr. T (two votes); Talia Shire (one)

In the discussion (5)
Approx. transcript time · 01:27:37Read transcript
  • Mr. T wins one ballot because his life went from being a bouncer into the stratosphere through this movie. — Gus Ramsey
  • Talia Shire wins another for transforming Adrian from a quiet earlier character into the forceful beach-scene partner. — Cousin Sal
  • Hulk Hogan is considered but judged likely to become a wrestling star even without the film. — Bill Simmons
  • Mr. T receives the final ballot because Clubber is called the best sports-movie villain and led immediately to his television role. — Bill Simmons
  • Stallone is acknowledged as essential, but his success was already secure before this film.
Podcast choices
Speaker not identified
Mr. T
Speaker not identified
Mr. T
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More from the conversation

The episode argues Rocky III is the best or favorite Rocky and sports movie because it moves rapidly, contains major reversals, and delivered an extraordinary theater experience.
Approx. transcript time · 00:02:25Read transcript
Thunderlips gave mainstream validation to professional wrestling and helped make Hulk Hogan a crossover star before his WWF title run.
Approx. transcript time · 00:08:10Read transcript
The panel calls Rocky III an unusually successful third franchise film after listing many third installments that declined.
Approx. transcript time · 00:10:44Read transcript
The story is interpreted as a study of success creating fear of failure and the difficulty of staying hungry after reaching the top.
Approx. transcript time · 00:15:40Read transcript
Eye of the Tiger replaced You’re the Best, aligning the song with the film’s central idea while freeing the other song for The Karate Kid.
Approx. transcript time · 00:18:09Read transcript
Limited national sports access in 1982 made fictional boxing and wrestling feel more significant to young viewers.
Approx. transcript time · 00:20:59Read transcript
The film cost seventeen million dollars, grossed about 270 million, and ranked fourth for 1982.
Approx. transcript time · 00:22:07Read transcript
The final discussion treats Mr. T’s career transformation as the clearest measure of who gained most from the film.
Approx. transcript time · 01:27:37Read transcript

Mentions across The Rewatchables

Recorded movie reference

Rocky II

The Rewatchables · aired December 2, 2025

Rocky III is listed in the sourced research for this episode. The precise discussion has not been linked yet.

Transcript time unavailableRead transcript
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