Karl Thomasson is back and this time, in a bit of a loose reboot of the original, helps a friend take on a band of crazy high school students.

While on a mission, Karl Thomasson failed to save his best friend Macy Stewart. In his dying wish, Stewart asks Karl to find his daughter Nicole, who is a teacher. When Nicole meets Karl, it is met with disdain as Nicole blames her dad’s death on himself for not being there to watch her grow up. However, as of late, Nicole has been under fire by the local football team and when she is physically attacked by a few of them, Karl sets out to find out why.

Together with the help of fellow mercenaries Rahmel and Andy, Karl goes undercover as Nicole’s substitute at the high school. He discovers the football team have been supplied steroids from a local mobster, Tony Lo Russo. Tony’s father Vincent is the real big boss who has been getting the shipment of steroids. Andy poses as a ditzy waitress to help Karl trap Tony, who in turn, could be the key to getting Vincent, stopping the shipments, and avenge Nicole’s beating.

With Tom Berenger’s original character of Shale getting a mention in the sequel The Substitute II: School’s Out, the recently departed Treat Williams made a welcome return to the role of Shale’s friend Karl Thomasson. Where Thomasson avenged his brother’s death, this time around he is looking for redemption on behalf of a departed fellow merc to prove to his friend’s daughter that his death did not go in vain.

Williams once again shines as he gets to show his street smarts and fighting skills this time against a steroid-fueled football team alongside the mobsters responsible for supplying said steroids. Of course, like the last film, he assembles a team. This time, he has the strong and abled fighter Rahmel, played by James Black and fellow undercover Andy, played by Claudia Christian. When Andy goes in as the ditzy Suzie, it is clear Christian is having fun hamming things up to trap David Stevens’ Tony Lo Russo.

As mentioned, Treat Williams gets in on not some firepower but in a fight against some goons at a pool, he is quite adept at martial arts. Thanks goes out to stunt coordinator and fight choreographer Simon Rhee, who does a heck of a job on the action sequences, especially with this fight. You can tell Williams did his own fights as the camera pulls back on his face as he unleashes his kicks. This is actually a really good installment in the franchise.

The Substitute 3: Winner Takes All is a good third installment that is about redemption as well as avengement. Treat Williams once again shines and seeing Claudia Christian hamming things up to go undercover is fun as well.

WFG RATING: B+

An Artisan Entertainment (Lionsgate) production. Director: Robert Radler. Producer: Terry Spazek. Writers: Roy Frumkes and Roy Simonelli; based on characters co-created by Frumkes, Simonelli, and Alan Ormsby. Cinematography: Barry M. Wilson. Editing: Florent Retz.

Cast: Treat Williams, Rebecca Staab, David Jensen, James Black, Claudia Christian, David H. Stevens, Richard Portnow, Erin Chambers, Ed Cameron, Maxx Payne, Scott Wilkinson, Michael Shane Davis.