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Penitentiary III (1987)

A man is framed for murder and sent to prison. He is beaten and tortured, then forced to fight the prison's worst killer, a martial-arts fighting midget called Thud.



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Cast overview, first billed only:
Marie Burrell Fanaka ...
Chelsea Remington
Raymond Kessler ...
Midnight Thud Jessup (as The Haiti Kid)
Big Bull Bates ...
Big Yank ...
Bert Williams ...
Tim Shoah
Mark Kemble ...
Jack Rader ...
Madison Campudoni ...
El Cid


A man is framed for murder and sent to prison. He is beaten and tortured, then forced to fight the prison's worst killer, a martial-arts fighting midget called Thud.

Plot Summary | Add Synopsis


Comedy | Crime | Sport


R | See all certifications »




Release Date:

4 September 1987 (USA)  »

Also Known As:

Atsalines grothies 3  »

Company Credits

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Technical Specs



Sound Mix:


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Did You Know?


Too Sweet: Now they made me do something I didn't wanna do.
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Follows Penitentiary (1979) See more »


You & I (Gimme A Minute)
(Love Theme from "Penitentiary III")
Performed by Freda Payne and Lenny Williams
Performed by Yarbrough & Peoples with special guest "Dorian"
Can't Let It Go
Performed by La Rue
Bustin' Out
performed by Rodney Franklin
Do The Prep
Performed by Midnight Star
Sweeter Than Candy
Performed by The Gap Band
Cold Stupid
Performed by New Choice
No Mission's Impossible
Performed by Shawnie G.
I Know You Are
Performed by Lotti Dotti
Just A Touch
Performed by James Reese
See more »

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User Reviews

I don't give away the ending, but most of the plot
20 September 1999 | by (Wellesley Mass) – See all my reviews

Howdy howdy folks, Malibu Stacy: Film Critic has been on a long hiatus. I got very depressed because the Wellesley News does such a damn fine job reviewing all the latest in cinematic achievement that I felt I was a pathetic superfluity. (For those Newsies reading, that means that I felt I was useless and unneeded.) But late one night while I was home for spring break waiting for my mom to stumble home from the bars, I caught a terrific movie that I think the crack reporters down at the News might have missed.

It's called Penitentiary III, and, while I have not seen Penitentiaries I or II, I can only assume they are among those superior indie films that languish unsung beneath the big budget Hollywood blockbusters that threaten to irradiate innovative projects like these. Okay, what happens is this: a boxer called Too Sweet (as usual I forget his real name, it had a lot of syllables) is convicted of first degree murder because he killed a man in the ring while under the influence of a strength inducing drug, which we later learn he took unknowingly. We first meet Too Sweet as he dejectedly rides the prison bus to his new home. On the bus he finds out that the prison is controlled jointly by the warden and a prisoner, Serengeti (like the African plains) to whom the warden is deeply in debt. Between them, the warden and Serengeti run a boxing circuit and they take turns drafting the most promising prisoners as prize-fighters. Naturally, Too Sweet is the first draft pick, but he refuses first the warden's offer and then Serengeti's because he has renounced violence as a way of life, unfortunately he picked a bad time to try that.

It is also at this point in the movie that we learn about Serengeti. When Too Sweet's is required to have an audience with the powerful prison gang lord, he is instructed to back into the cell, which is curtained in red velvet. However, we find out what kind of rebel T.S. is when he whirls around to face Serengeti because he `likes to face a man when he tells him no.' Serengeti is a frail old white man who did his best to look like Christopher Walken. He likes to wear a red silk robe and have his long nails manicured by his transvestite bitch called Cleopatra.

Serengeti doesn't like to be balked of course, so he sets loose his secret weapon on T.S., a thing they call... The Midnight Thud. The Midnight Thud is a bald black midget that Serengeti has the guards keep in `the hole' and torture with electric shocks. As Too Sweet's cellmate and good buddy, Rosco-the-sax-playing-inmate, tells him, `The Midnight Thud has been robbed of his humanity.' He was also robbed of any clothes except boxer shorts and a dog collar. Armored guards throw Thud into a cell with T.S. and the two fight. The Thud has the advantages of only making growling sounds, having been given a lead pipe and knowing how to fly up into the air and land in his opponent's shoulders and strangle him with his thighs. Too Sweet has the advantages of being a full grown adult, a boxer and the fact that the Thud is hungry and he keeps forgetting to fight while he tries to eat Too Sweet's oranges. Too Sweet wins the fight, but in his new status as a pacifist decides not to kill the unconscious Thud. Serengeti, left with no recourse for vengeance, has Too Sweet sent to the hole where he is tortured by electroshock and he begins to be robbed of his humanity too. His friend Rosco however, convinces the Warden (who, other than his compulsive gambling, is not such a bad guy) to take an interest in T.S. if Rosco wins a boxing match for him, which he does. The warden tells T.S. that he'll get him out of the hole if he trains Rosco to win the big tournament, allowing the warden to win back all the money he's gambled away to Serengeti. Even though T.S. has renounced violence, he's tired of eating rats and being growled at by Thud so he agrees to train Rosco, which he does in a very stirring montage set to music by White Snake. Meanwhile, the prison boxing matches continue and the warden even invites inmates from the lady prison across the lake to come over and lady-box as well as be spectators in the men's events. For me, the climax of the movie comes (literally) when, on the day of Rosco's big fight, he and the warden sneak in the champion lady boxer who looks like a Denny's waitress in Hooter's Girls' clothing. She hasn't `been with a man since her sentencing' and after some strained banter, she and Too Sweet make animal love. Unbeknownst to Too Sweet however, Serengeti knows about the training and has moved up Rosco's match while T.S. and his lady are having a conjugal visit, and as extra insurance, he has a guard lock the door, which, of course was not already locked even though this is a prison. Serengeti, who watches the fights with Cleopatra on a closed circuit television as someone videotapes them, sees that even without T.S. present, Rosco is winning, so he sends word that he wants his fighter to take a dose of the same drug that landed Too Sweet in prison. This turns the fighter into the Incredible Hulk and Rosco takes a licking. Too Sweet is finally let out in time to see Rosco passed out or dead, it's hard to tell. Now that it's personal, he vows to seek revenge and begins to train to fight Serengeti's best fighter, a guy who was too big and burly to join the World Wrestling Federation. Too Sweet trains himself in the hole, to the same montage that Rosco used, until The Midnight Thud tells him he can teach him `big magic.' It turns out Thud has not quite lost all his humanity, and once Too Sweet gets a shirt on him, he's a very articulate guy who tells T.S. that a man's power is in his guts. So T.S. trains by having Thud ram a doorknob into his stomach while yelling `GUTS! GUTS! GUTS!' Finally the day of the big fight arrives, and I'll leave the final outcome to the reader's imagination, mostly because about then my mom came home and I was busy putting her to bed and telling the sailors to go back to their ship. But Penitentiary III, like all the movies I review, is not just a fine film; it also teaches a lesson. That lesson is, if you have to go to prison, and you still don't like girls, the only chance you may have for getting action is to become a lady boxer.

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