Conveniently forgetting the health problems that threatened him in Rocky II, Rocky Balboa (Sylvester Stallone, who also wrote and directed) reigns in ROCKY III as superstar World Heavyweight Champion prizefighter. He's on the verge of retiring undefeated when he's taunted by a contender, a ferocious Chicago brawler called Clubber Lang (Mr. T). Lang demands a showdown with Rocky. Rocky is shocked to find that his longtime trainer Mickey (Burgess Meredith) has been lining up easy opponents all along. Mickey thinks that the wealthy, comfortable Rocky has gone soft (never mind that Stallone never looked so muscular), that the good life has taken away the "eye of the tiger" needed to defeat a raw scrapper like Clubber. Rocky goes through with the fight, but Mickey suffers a seizure backstage. Rocky is knocked out, losing his title to the gloating Lang. Then a new mentor appears -- none other than Rocky's old foe, former champ Apollo Creed (Carl Weathers), who takes Rocky to a seedy slum gym to try to restore the "eye of the tiger".