Rocky III arrived on May 28, 1982, as a clear change in direction for the beloved underdog franchise.

The original Rocky film, released six years earlier, was a dark and gritty affair. Part of this was by necessity. With a budget of under $1 million, the film couldn’t afford any indulgent costs. The success of Rocky – including winning Best Picture at the Academy Awards – guaranteed 1979’s Rocky II a bigger budget. Still, almost everything in the sequel, both stylistically and plot-wise, was copied from its predecessor. Rocky III would be a different beast.

Everything was bigger and brighter the third time around. Rocky Balboa (Sylvester Stallone) had become a celebrity, enjoying his fame. The film has not one, but two bad guys. First Rocky has to battle Thunderlips (played by Hulk Hogan) in a wrestling/boxing charity match. Then, the Italian Stallion must fight the film’s true antagonist: Clubber Lang (Mr. T) is a fast rising star in the world of boxing whose powerful punches are only matched by his acerbic one-liners.

Softened by his celebrity life, Rocky underestimates Lang and loses their first bout. Then Rocky’s long-tenured boxing coach Mickey dies moments after the fight, and it seems Balboa’s career may be over. Of course, that wouldn’t make much of a movie. So foe becomes friend as Carl Weathers' Apollo Creed – the antagonist from the first two films – helps Rocky return to form and ultimately defeat Lang in a rematch.

Watch Hulk Hogan and Thunderlips in 'Rocky III'

The first two Rockys were firmly cemented in realism, while Rocky III became a caricature of itself. Thunderlips and Lang were both larger than life characters who bordered on the ridiculous. At 6’7,” Hogan already towered over the 5’10” Stallone, but was made to look even larger by standing on an apple box just out of view.

Mr. T, meanwhile, was given the kind of dialog his no-nonsense delivery was made for. In a pre-fight interview, Lang is asked for his prediction. “Prediction?” Lang replies before turning to the camera: “Pain.”

Then, of course, there was “Eye of the Tiger.” Survivor wrote the film's theme song after Stallone tried and failed to get Queen's "Another One Bites the Dust." An ode to triumphing over adversity, it was excessive, melodramatic, anthemic – and perfect for a cinematic vehicle such as this.

Watch Rocky Defeat Clubber Lang in 'Rocky III'

Amazingly, the Stallone-written and -directed Rocky III could have been even more over the top. An early idea was to have Rocky fighting in the ancient Italian amphitheater where gladiators once roamed.

"His last bout will be in the Roman Colosseum, carried worldwide by satellite," Stallone later told film critic Roger Ebert. "Can you see it? Rocky in the Colosseum? The last gladiator? And, for training, running up the Spanish Steps? And Rocky's deeply religious. Can you imagine him inside St. Peter's? I'm seriously gonna try to work in an audience with the Pope into the film."

Less pious fans might argue that getting Hogan and Mr. T in the final version of Rocky III was far better than a cameo from the Pope. Regardless, the film punched its way to blockbuster box office success, raking in $270 million worldwide and becoming one of the most profitable movies of the year. Its popularity allowed the Rocky franchise to continue along a continually cartoonish path, which would be evident in 1985’s Rocky IV.

'Rocky' Films Ranked

Much like the fictional fighter’s life, the Rocky films have experienced both highs and lows. We've ranked them all from worst to best.