No Rocky movie changed the franchise more than Rocky III. Released in 1982, Rocky III was written and directed by Sylvester Stallone and continued the saga of Rocky Balboa, who became the Heavyweight Champion of the World at the end of Rocky II. Rocky III was a box office success, grossing $270 million worldwide, surpassing the gross of Rocky II. Moreso, Rocky III altered the course of the sequels to come and opened the door for a Rocky movie to eventually be made every decade, with the saga now continuing via the Creed spinoff films.

Set five years after Rocky Balboa defeated Apollo Creed (Carl Weathers) to win the Heavyweight Title, Rocky III sees Balboa settled in as a popular champion with ten title defenses to his credit. However, his most dangerous challenger, a sadistic bruiser named Clubber Lang (Mr. T), accuses Rocky of being a paper champion. Balboa accepts Lang's challenge against the wishes of his manager, Mickey Goldmill (Burgess Meredith). An altercation before the fight between Rocky and Clubber causes Mickey to die of a heart attack. Distracted and distraught, Clubber knocks out Rocky to become the new champion. After burying Mickey, Rocky is at his lowest ebb when Apollo unexpectedly offers to train him for a rematch. But Creed didn't count on how broken Rocky actually was. After Rocky's wife Adrian (Talia Shire) forces him to admit he's afraid, Rocky dedicates himself to his training and regains the "eye of the tiger." In the rematch, a leaner and meaner Balboa outboxes Lang and knocks him out in three rounds to regain the championship. Afterward, Rocky and Apollo have a private rubber match to determine who really is the better fighter.

Related: Why The First 6 Minutes Of Rocky Vs. Drago Is Rocky III

The original Rocky, which was directed by John G. Avildsen, won the Academy Award for Best Picture and was very much a gritty film indicative of the 1970s. Written by Stallone, Rocky introduced the main characters like Balboa, Adrian, Apollo, and Paulie (Burt Young) and the iconic musical score, "Gonna Fly Now," composed by Bill Conti, as well as the thrilling training montages that became a staple of the franchise. Taking over the director's chair, Stallone's Rocky II followed the original film's formula to the letter, with Rocky winning the title at the end. But with Rocky III, Stallone broke the mold and created a thrilling and endlessly entertaining new one that would determine the course of every Rocky and Creed movie for the next 40 years.

Rocky Got 'Smarter' In Rocky III

Rocky III suit

Rocky Balboa actually got smarter in Rocky III. In the first two Rocky films, Balboa was an uneducated part-time club fighter and mob enforcer in South Philadelphia. Although Rocky has a heart of gold and street smarts, he was humiliated when others found out he didn't know how to read in Rocky II. Rocky did teach himself how to read and, by Rocky III, Balboa turned into a polished media figure who was sought after for major endorsements and commercials.

Rocky was never more articulate and intelligent than in Rocky III. The later Rocky and Creed sequels dumbed him back down closer to how he was in the first Rocky, perhaps as a result of the brain damage he suffered from fighting Ivan Drago (Dolph Lundgren) in Rocky IV. However, the older Rocky had a lifetime of experience and wisdom to share with his son Robert (Milo Ventimiglia) and his protege, Adonis Creed (Michael B. Jordan).

Rocky III Ushered In Bodybuilder Physiques

Rocky III Clubber

Apollo and Rocky were certainly in fighting shape in the first two Rocky films but Sylvester Stallone underwent a stunning physical transformation for Rocky III. Stallone's interest in bodybuilding was evident in Rocky Balboa's trim and chiseled, muscular physique in the third film. Carl Weathers similarly got even more buff as Apollo for Rocky III and Mr. T's Clubber Lang followed suit as well. With Rocky III releasing in 1982, Stallone anticipated and was at the vanguard of the action movie hero revolution in Hollywood, in which other muscle men like Arnold Schwarzenegger and Jean-Claude Van Damme also dominated the box office. After Rocky III, every fighter in the Rocky and Creed films conformed to the physical ideal Stallone preferred.

Related: Rocky IV Director's Cut Completes Creed 2's Drago Retcon

Rocky III Changed The Tone Of The Rocky Movies

Rocky vs Thunderlips

MTV launched in August 1981 and, less than a year later, Rocky III would become one of the first "MTV-style" movies of the 1980s. Stallone eschewed the more grounded approach of the first two Rocky films and hyper-adrenalized Rocky III, which is fast-edited like a music video. The tone of Rocky III was decidedly more cartoonish and straightforward, with a very basic tale of Rocky's good vs. Clubber Lang's evil at its core. Mr. T's Clubber is a remorseless 'killing machine' who even verbally assaults Adrian, and Lang is the Rocky franchise's first true supervillain. Rocky's dilemma of feeling like he's "not a man anymore" after losing Mickey and being humbled by Clubber, and Apollo's mission to restore Balboa's "eye of the tiger" were simple to understand, which is a major reason why Rocky III played so well for international audiences.

The first Rocky movie had a special guest appearance by former heavyweight champion Smokin' Joe Frazier but for Rocky III, Stallone tapped rising wrestling superstar Hulk Hogan to fight Rocky Balboa in a boxer vs. wrestler match. Hogan's featured role as Thunderlips, the Ultimate Male in Rocky III helped launch his own career to become the biggest name in pro wrestling of his era. Meanwhile, the Rocky vs. Thunderlips melee became a preview of Balboa facing another blonde giant, Ivan Drago, in Rocky IV as well as Adonis Creed fighting Ivan's son, Viktor (Florian Munteanu) in Creed II.

Rocky III Was The First To Use "Eye Of The Tiger"

Rocky III Eye of the Tiger

Along with "Gonna Fly Now," the best-known song in the Rocky franchise is Survivor's "Eye of the Tiger," which debuted in Rocky III. "Eye of the Tiger" playing over the opening montage of Rocky III is the literal beginning of how Rocky III reboots the franchise, which is accompanied by fireworks. Amusingly, the lyrics of "Eye of the Tiger" also describe the plot of Rocky III. Stallone tried to repeat "Eye of the Tiger's" success in Rocky IV with Survivor's "Burning Heart" and John Cafferty and the Beaver Brown Band's "Hearts on Fire." Still, "Eye of the Tiger" became an enduring hit synonymous with Rocky III, and Sylvester Stallone chose to recycle Survivor's track for his Rocky Vs. Drago: Rocky IV Director's Cut in 2o21 so that "Eye of the Tiger" now accompanies the triumphant Balboa after he vanquished Ivan Drago.

Rocky III Changed Apollo Creed's Role

Rocky III Apollo

Apollo was the fast-talking, arrogant antagonist of the first two Rocky films, although he took on a meaner edge in Rocky II when he relentlessly goaded Balboa into a rematch (which Creed then lost). Yet Apollo was so popular and charismatic that Sylvester Stallone brought him back in Rocky III - but with a twist: Apollo would replace Mickey as Rocky's mentor. Even better, Rocky and Apollo would grow to become best friends and peers in a way Mickey and Rocky could never be.

Related: Stallone Finally Admits Apollo Creed's Death Was Rocky's Fault

Rocky III is arguably the franchise's best showcase for Apollo. Taking Balboa under his wing, Creed brings "The Italian Stallion" back to his roots in Los Angeles, and Apollo completely rebuilds everything Rocky knows about boxing, turning him into a more complete fighter. The fact that Apollo trained Rocky to beat Clubber Lang so that Balboa would owe him "a favor," which turned out to be a private rematch, was even more delightful. Stallone killed off Apollo in Rocky IV, an act he now regrets, but Apollo's transformation into a noble fighting spirit was completed by the Creed movies, where he serves as his son Adonis' inspiration.

Rocky III Proved Characters In Rocky Could Die

Rocky Mickey Dies

While Rocky III turned Balboa turned into a superhero, death and mortality also became staples of the franchise thanks to the third film. Mickey was obviously elderly so Stallone's choice to kill off Rocky's manager (and replace him with Apollo) was understandable. Mickey's death (and Rocky lying to him on his deathbed that he beat Clubber) remains heartbreaking, although Goldmill's spirit would be evoked in later sequels (and Mickey would even cameo in a Rocky V flashback).

Mickey was the first major death of the Rocky films but he wouldn't be the last as nearly every sequel would see Rocky lose someone closest to him. Apollo's death at Ivan Drago's hands in Rocky IV fueled his need to avenge his best friend. Rocky himself was meant to die in Rocky III until Stallone changed his mind. In 2006's Rocky Balboa, Adrian was already dead from cancer when Rocky decided to fight one last comeback against the Heavyweight Champion, Mason "The Line" Dixon (Antonio Tarver). By Creed in 2005, Paulie was also dead and his son Robert had moved away, leaving Rocky alone when Adonis asked him to become his trainer. Rocky also narrowly avoided dying from cancer in Creed. Hopefully, the franchise will never depict the elderly Rocky Balboa's death, but in Rocky III, the "Italian Stallion" in his physical prime as the sequel changes the Rocky franchise forever.

Next: Is Rocky IV Director's Cut Better? Why Stallone's Redo Isn't As Good