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On paper the first Rocky may be a better film than Rocky III - and don't let the fact that Sylvester Stallone would become a muscle-headed goon persuade you that he didn't once have talent. The original Rocky was a moving film and Stallone gave a nice performance - though not sure if it deserved to win the Best Picture Oscar over All the President's Men, Network and Taxi Driver - but still, it was a film to admire. Rocky II was a dull follow up that stuck to the formula. Rocky III sticks to the formula and gives it some twists. In terms of sheer entertainment it's a knockout (that's a boxing term, get it?) and at a compact 100 minutes it's a fast and easy ride.

Bill Conte's infectious "Rocky Theme" opens the film and a recap of the final fight from the previous movie as Rocky predictably finally beats Apollo Creed (Carl Weathers). Then BAM! It’s the rockin' sounds of Survivor's "Eye Of The Tiger" and a montage of Rocky living the celebrity life while busting heads in the ring. Meanwhile a new Mike Tyson-type of up & comer, Clubber Lane, is demolishing opponents (played very well by Mr. T). After a wild charity match against a pro wrestler, Thunder Lips (Hulk Hogan looking like a giant), Clubber publicly pressures Rocky into meeting him in the ring. Clubber trains hard and Rocky trains soft. Before the fight Rocky learns from his manager, Mickey (Burgess Meredith), that he's not as good a fighter as he thinks he is - since fighting Apollo those were all tomato-cans he has been beating up on. And then in a twist to the Rocky formula Clubber gives Rocky a real whuppin', so bad in fact it kills Mickey and Clubber becomes the new champ.

Rocky is devastated, he wants to retire until his old foe Apollo approaches him with a offer. He will train Rocky, old-school style, to beat Clubber. It's the ultimate super-friends team-up. They train in the hood and Rocky has to learn how to get rhythm (no, really). The rematch between Rocky and Clubber is one of the best in the series (if real life heavyweights really connected as much as these two boxers do maybe the sport would have more of an audience these days).

Of course the next sequels were pretty lame. In IV, Rocky defends America against the evil Russians and V unfortunately introduced the world to Stallone's offspring, Sage, in the role of Rocky's son. Shockingly, the latest in the series, Rocky Balboa, was pretty entertaining - helped by the fact that his son was recast with an actual actor. But in Rocky III, writer and director Stallone manages to hit all the pop-entertainment notes just right. It also plays as a satisfying character story as Rocky becomes haunted by the knowledge that he may not be all he hoped he was.

Stallone is fine in the role - the usual - this looking like the beginning of his massive steroid pump-up (though still cut, look how more human-like he looked in the first Rocky). 1982 was also the year he did First Blood, an exciting action film whose reputation has been marred by such lousy sequels (that Rambo crap). The rest of the cast do their "Rocky thing" well. Carl Weathers is suitably inspirational. “When we fought, you had that eye of the tiger." Talia Shire whines, Burt Young slobbers, and Burgess Meredith croaks. It’s actually Mr. T who steals the show, every line of his quotable: “No, I don't hate Balboa, I pity the fool and I will destroy any man who tries to take what I got." It’s too bad the mohawked wonder got stuck in his own "hero" character and didn’t continue to play villain roles - or continue to be an actor for that matter - because Rocky III is at its best whenever he is on screen.

As a director/writer, Stallone would follow up Rocky III with the atrocious, so-bad-it’s-good Saturday Night Fever sequel Staying Alive and then the so-bad-it’s-just-bad Rocky IV. The rest of his career since has seen him mumbling in mostly bad movies. The good will that came with the first three Rocky movies has mostly been lost and now he is considered by many to be one of the worst actors of all time. That said… Rocky III is a triumph. A perfectly fun boxing drama that works on numerous levels. Forget what you think of Stallone and that army of "roid-heads" who cashed in on so much garbage in the '80s. Stallone did, in fact have, some fine moments back in the day (see also Nighthawks) and Rocky III is one of his best.