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The SPARTAN-IIs were the ultimate soldiers, but they were too few, too valuable, and too expensive to produce more. So, in 2531, Colonel James Ackerson, head of ONI's Beta-5 Division, proposed the SPARTAN-III Program, which would create hundreds of cheap, expendable supersoldiers, which would be sent on suicide missions too dangerous for even the SPARTAN-IIs.

The SPARTAN-III's did not have to meet as specific genetic criteria as the SPARTAN-IIs did, and ONI was able to conscript candidates from a larger variety of people. Instead of kidnapping the candidates, ONI adopted them from orphanages. ONI trained the spartan III's with help from a former Spartan II named Kurt.

In 2537, the first 300 SPARTAN-IIIs, Alpha Company, were created. All but a select few were sent on Operation: PROMETHEUS, which though successful, resulted in the deaths of all of the SPARTANs that participated. And in 2545, the next 300 SPARTAN-IIIs, Beta Company, met the same fate in Operation: TORPEDO, save two. Gamma and Delta Company, though they were intended to meet the same fate as well, were spared due to the Battle of Onyx in 2552.

Most SPARTAN-IIIs are issued Semi-Powered Infiltration (or SPI) armor. However, it appears that the SPARTAN-III Mega Bloks figures wear a privately manufactured MJOLNIR variant called the MJOLNIR Mark V[b], which was issued to the best of the SPARTAN-IIIs, who were not sent on suicide missions, and were instead deployed largely the same manner as their tougher, stronger predecessors, the SPARTAN-IIs.