Three years after taking the heavyweight championship from Apollo, Rocky's life is pretty different.
Yeah, Adrian, Robert, and Paulie are still around, and Mickey is still working as Rocky's trainer. But after ten successful title defenses, Rocky is rolling in the dough. With money in his pocket, a growing family, and a successful career at his back, Rocky is about to retire when a young, "hungry" fighter named James "Clubber" Lang (Mr. T) accuses him of taking easy title fights.
Mickey reveals that Lang is right about his fights being handpicked, prompting the champion to accept Lang's challenge. However, as Mickey feared, fame has made Balboa lose his edge. Before their big fight, Lang confronts Rocky backstage and shoves Mickey, causing the old man to have a heart attack. Furious and distracted by his trainer's condition, Rocky loses the championship fight in the second round. However, he lies to Mickey about the outcome, and the boxing trainer dies peacefully backstage.
You'd think the death of a main character would be big enough for a single film, but "Rocky III" also marks the turn of Apollo Creed from an antagonist to best friend. After witnessing the loss to Clubber, Creed takes Rocky to L.A. and, along with trainer Tony "Duke" Evers, teaches him to fight using a more Muhammad Ali-style of boxing. After Apollo helps him shake off the depression of losing Mickey, Rocky finds the eye of the tiger and defeats Lang in a 1982 rematch. The film ends with Rocky and Apollo solidifying their friendship with a friendly sparring match.
