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Rocky Three... Rocky finally makes it out of the gutter in his mind. He has learned to read and is making money doing advertisements and forgetting about boxing. Meanwhile, a hard-hitting fighter is coming up the ranks. That fighter is Clubber Lang (Mr.T.)

".. Don't lose your grip on the dreams of the past, you must fight just to keep them alive.."

With Eye of the Tiger blaring you see Rocky doing commercials while Lang is viciously beating on his opponents. He works his way up and at the unvailing of the Rocky Statue, he rudely challenges Rocky to fight by making comments toward Adrian. Rocky agrees to fight, but his head isn't in the ring.

During his charity bout with Thunder Lips (Hulk Hogan) Rocky seems to be taking a tremendous beating. Mick can't seem to take the stress and shows the first signs of heart problems.

Clubber makes short work of him and gains the heavyweight title. Rocky went into the fight without Mick, leaving him ailing in the locker room.... After being stunned by Clubber Lang he comes back to find Mick dying on a locker room bench. They have their last words in a touching scene. This comes as a hard blow to Rocky, as he and Mick had plans to retire and enjoy the rest of their lives.

After his loss of Mick and the loss of the title, Apollo Creed comes to his aid. He gets Rocky to remember how he fought him in the past, and how he should still be fighting today. Apollo takes Rocky back to his old gym in the ghetto in L.A. There Rocky sees the dream and passion of "The Eye Of The Tiger." Apollo becomes Rocky's trainer for the most part and they train along side each other making an inseperable friendship.

After Rocky is ready to fight once again, he challenges Clubber to a rematch. During the bout Rocky gets hammered a few times as usual but he clearly has the upper hand. Eventually Clubber succumbs to the heart and will of Rocky Balboa. Amid the cheer and applause from the crowd he accepts the title belt once again.