Since Treat Williams took over "The Substitute" franchise, he surpasses Tom Beringer. He has more fighting skills, and he he really puts the "e" in education. This time, he he goes from a rough high school to a well made college that is overrun by some juiced up jocks. The jocks are top athletes, but they are wired up by steroids. They rowdy, out of control, and running amok at the college. After the accosting of the new English literature professor, it's up to Karl Thomasson(Williams) to step in the classroom, and infiltrate. He sees a football team with no sense of morals and only football on their brains. The other culprit in the team is their coach who have been offering them the drugs. With a whole new outfit for the team, Karl and them go out to see who is selling the steroids to the team, and shut them down for good. While they go after the dealer, Karl checks up on the teacher who's father was a soldier and friend of Karl to return a medal in which he earned. When one of the players left the school due to the scandal, and the death of the teammate due to the steroid use. He was the real winner. Avoiding shame, death, and being a disgrace to sports. It goes to show, drugs don't make you a winner. This movie has some morality to it. It's worth the watch! 3 out of 5 stars

It's always a slippery slope with sequels especially after they've gone dtv. 'The Substitute 3: Winner Takes All' is a step down from the previous entry. It keeps the same basic formula up until a point. Still has the series brand of action, but takes a wrong turn in the latter half.

Karl Thomasson (Williams) loses a friend and fellow mercenary while on a mission in Kosovo during the opening. He's asked to bring a medal back to the man's daughter who happens to be a college professor. After she's targeted by the winning football team and put in the hospital, Karl goes undercover as a substitute once again. He & some new associates go to work getting to the bottom of things.

This entry isn't badly shot, but the premise doesn't deliver the same impact. In the last one, there was a bond with his niece and some feelings because it was his brother. Also the football team could have been decent villains all on their own. The film opts to shift gears and the focus becomes some routine gangsters.

Treat gets to handout another lecture and display smarts in a few hand-to-hand fights. The heavy gunplay is left until the finale in your typical warehouse shootout. One of Karl's fellow mercenaries Andy (Claudia Christian) supplies laughs & good acting posing undercover as a ditzy waitress in a titty bar. Gracious enough to supply two moments of gratuitous female nudity, 'Winner Takes All' at least knows it's audience.

Being a Treat Williams (The Deep End of the Ocean, Deep Rising) fan, I was very disappointed to see him do a direct to HBO sequel to The Substitute (starring Tom Berenger). After seeing The Substitute 2 I was even more disappointed it was a boring action film saved only by Williams who pretty much walked through the role anyways. Now once again Williams is doing a direct to HBO sequel. And although I'm still disappointed, at least The Substitute 3 is a decent action film. Williams once again goes undercover as a teacher this time at a nice college where the football players are given almost free rein (including beating up teachers). When undercover Williams discovers a whole conspiracy involving the football team. The film is nothing great, but does provide solid entertainment and Williams is very good in the lead, this time not just walking through the role, but giving some energy.