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The bare white walls of his apartment reveal no clues to his fame. There are no photos of his bouts with Muhummad Ali, Sonny Liston and Ernie Terrell. The polyester curtain sags from the rod. His silver walking cane rests on a muddy brown flowered sofa. Plastic prescription bottles cluster on the dining room table; underneath it, there's only one chair.

Everything in the apartment says that Cleveland "Big Cat" Williams is poor and sick and alone. Nothing says he was once a contender.

When pressed, Williams offers a pocket-size, tattered leather photo album with one photo from his boxing days: the cover of Ring magazine, the issue dated November 1966 -- just before he fought Muhammad Ali for the heavyweight championship of the world. The magazine cover shows that Williams' face, at least, hasn't changed much. He still has a narrow chin, high cheekbones and a wide forehead. But now, at 63, his black hair is laced with gray, and his body is an old man's.

He moves in slow, measured steps, leaning on his silver cane. His gray shirt is neatly pressed; his matching chinos have a hole in the knee. At a photographer's request, he settles into a cheap metal chair and holds up the satin robe he wore that November night nearly 30 years ago.

That fight still stands as the greatest boxing match Houston ever hosted. Some 35,460 fans jammed the Astrodome, the largest indoor crowd a match had ever drawn. The live gate money -- $461,290 -- also set a record. The fight helped launch Bob Arum into the stratosphere of the world's premiere fight promoters. Ali picked up thousands and continued his march to even greater fame. And Oilers owner Bud Adams, who also owned half of Williams' contract, would claim he deserved $67,000 from the proceeds.

The fight did well by everyone. Everyone, that is, except the Big Cat.
His story is the story of old prizefighters everywhere. They start young and poor and ambitious, dreaming of the big time, the big money. But on their way to the top, they neglect the fine print and the bottom line. And no organizations exist to help them absorb life's blows: no unions, no benevolent societies, no old prizefighters' homes. The washed-up contenders end up with no pension, no savings, no disability coverage -- with nothing left from their glory days except a satin robe and a few fans who remember.

Cleveland Williams didn't go into boxing for the glory, or because he enjoyed hitting people, or to make the world a better place. He says bluntly, "I was fighting for the money."

Like most men who box professionally, he grew up poor. He was born in rural Griffin, Georgia, in 1933. His mother and grandmother raised him; both were maids. He dropped out of school in seventh grade. At 18, he moved to Tampa to find work and help support his ailing mother. There, he began to fight for a living.

"I made about $25 for four rounds, and I started liking it," he remembers. His reputation grew steadily; by 1952, he had won 20 fights without a loss. He dreamed of buying his own home and maybe a new car.

A year later he traded in his gloves for an Army uniform. After finishing his three-year stint, he moved to Houston and returned to the ring. By the end of 1958, he had racked up a stunning 43-2 win-loss record.

In the ring, Williams was a force to be reckoned with. He stood six feet, two inches and weighed 215 pounds; he could land a thunderous punch with either his right or left hand. He owed his nickname, Big Cat, to his feline grace and speed.

On the streets of Houston, he was a hero. Roy Foreman, George Foreman's brother and a local fight promoter, remembers how he idolized Williams while growing up in the Fifth Ward. "His muscles were unreal," Foreman says, "and he drove a real nice Cadillac."

In 1962, Williams' manager sold his contract to two Houstonians: Hugh S. Benbow and K.S. "Bud" Adams. Adams and Benbow owned the A and B Gym on Travis Street and an up-and-coming stable of fighters.

Williams dealt mostly with Benbow, a gravelly voiced, aggressive fight promoter. The fighter hardly ever saw Adams, but Benbow told him that his invisible partner, owner of the Houston Oilers, was a rich and powerful man. Williams figured that his luck was on the upswing.

He continued to chalk up victories. By the fall of 1964, Big Cat had fought 67 professional fights, winning 50 by knockouts. He'd lost only four times; two of those losses were to Sonny Liston, then on his way to the heavyweight championship.

For a couple of weeks that November, he was a contender for the heavyweight championship of the world. After a contract dispute, the World Boxing Association stripped Muhammad Ali of his title; the WBA then tapped Williams to fight Ernie Terrell for the empty spot at the top. The big event was scheduled for January, to be held in Houston -- Big Cat's home turf.

But after the night of November 28, Big Cat wouldn't be fighting for that title. He'd be fighting for his life.

Around midnight that night, Williams and a friend were driving south toward Houston on State Highway 149. A state highway patrol car pulled them over to the side of the road, and patrolman Dale Witten -- a white man who stood five feet, nine inches and weighed 155 pounds -- arrested the pair: Williams for suspicion of driving while intoxicated; his friend, Ned Warner, for drunkenness.

Warner got in the patrol car's back seat; Williams, in the front. Officer Witten later told a Houston Chronicle reporter that Williams suddenly began to open the door while the car was moving. The cop said that when he stopped the car, "Williams drew back his fist, and it looked nine feet wide." Witten reached for his .357 Magnum. While he fumbled for the gun, he said, Williams hit him repeatedly.

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