RIVERSIDE, CA.-With the boxing gloves on Paul “The Punisher” Williams looks very much like a machine whose entire mission is to inflict damage on anyone.

The eyes have a cold focus and his face exudes anger and discontent whenever he dons the battle gear.

But with the boxing gloves off, or outside the gym, he’s a totally different person as if a light switch was turned on.

“My friends always tell me they don’t recognize the person in the ring when I fight,” said Williams with a smile. “They say they don’t know that person.”

Inside a California workout facility called Knockout Fitness, Williams (35-1, 26 KOs) once again turned on the killer mode as he swept through his workout routine for a group of boxing writers on Tuesday. And once again, as he took off the boxing gloves, he returned to being the amiable Southern gentleman who follows the advice of his trainer George Peterson.

“The reason he (Williams) is so successful is because he listens. He’s a very good young man,” said Peterson. “That’s the key to his success. He’s a very good person.”

Williams intends to return to his darker side when he faces IBF junior middleweight titleholder Verno Phillips (42-10-1, 21 KOs) on Saturday, Nov. 29, at the new Citizens Business Bank Arena in Ontario, California. The fight card begins at 4:30 p.m. but will be shown on HBO Boxing After Dark.

“I just focus and take care of business in the ring,” said Williams, 27, smiling as he talked about his split personality. “All good fighters need to focus and take care of business in there.”

The WBO welterweight titleholder Williams could not find an opponent in his own weight division so his promoter Goossen-Tutor Promotions put out an alert to anyone in the vicinity of his fighter’s weight. For two months nobody answered except for junior middleweight champion Phillips.

Williams likes the guy, especially his personality and willingness to have fun. When both met a month ago at the press conference inside the new arena, Phillips got to the microphone and said to his taller adversary “with respect” that he was going to “chop down Williams” and prove why nobody wants to fight him too.

“He seems like a nice guy, I had fun with him at the press conference,” said Williams with a smile. Then his face suddenly transposed into the boxer mode. “I’m a give him a birthday whipping.” (Verno's birthday is Saturday.)

This Saturday, warriors from two different roads converge.

Phillips, through years of wars against many of the best fighters between 147 and 160 pounds, has accumulated 20 years of prizefighting wisdom. The boxer from Belize has battled against all types of opponents, big and small. Despite setbacks, he continues to baffle and astound boxing fans.

“Oh, we know all about Verno Phillips,” said Peterson who studies his charge’s opponents like a police detective studying a crime scene. The boxing guru once wore a badge. Now he protects Williams by preparing well crafted war plans.

In Belize, a country bordering Honduras and Mexico, prizefighters are not in abundance. Yet, Phillips has won three world titles in his career. The last came earlier this year in St. Louis when he upset Cory Spinks.

When both fighters enter the ring Williams will enjoy both an eight-inch height advantage and a 14-inch superiority in reach.

“Paul Williams has a longer arm reach than heavyweight Vitali Klitschko,” says Dan Goossen, president of Goossen-Tutor Promotions.

On paper it looks like a mismatch.

“I’ve fought lots of guys as tall as Paul Williams,” said Phillips, 38, a boxer who

has beaten several fighters with Williams' same or similar height, including Eddie Sanchez, J.C. Candelo and Bronco McKart. All of these boxers enjoyed a huge height advantage over the happy-go-lucky Phillips.

“When the fight comes I’m going to chop down Paul Williams,” Phillips says eagerly. “I’m going to do what Bernard Hopkins did to Kelly Pavlik.”

Williams smiles at the comparisons.

The journey

Unlike most fighters who develop in one gym before maybe venturing to other nearby boxing clubs, Williams and Peterson have always traveled long lengths in pursuit of the warrior’s way. From gyms in Augusta, Georgia to others in Washington D.C. they’ve sparred some of the best from coast to coast.

“We never sparred with Vernon Forrest,” said Peterson, adding that sparring sessions with O’Neil Bell and Williams Joppy did take place.

Back in 2005 one of those journeys took them to Los Angeles where they walked into the now defunct L.A. Boxing Club where a now somewhat legendary sparring match took place in front of maybe a dozen observers. That day both Williams and Antonio Margarito battled for several rounds with each increasing the volume until sparring ceased and real fighting ensued. The trainers of both sides ended the firefight and rumors began to circulate from both sides.

The legend of Williams had been born and soon challenges were tossed by both camps until Margarito accepted and they fought on July 14, 2007. That night another firefight took place and this time Williams emerged with a judge’s victory after 12 hard fought rounds.

“That was probably the most stressful fight of my career,” said Williams, who proved that night that he was not simply a front-runner but someone who could rally from behind if necessary.

The aftershock of Williams' victory was soon dulled in his very next fight seven months later in Pechanga Casino.

Puerto Rico’s Carlos Quintana was not considered a threat to solve the riddle of the ultra tall and super tough Williams. But within the first round it was obvious that the lanky fighter was out of synch.

“If you look at the tape of the fight you can see me and I knew from the first round that Paul was not himself,” said Dan Goossen, president of Goossen-Tutor Promotions.

That night Quintana jumped in and out and pumped Williams with so many punches that it almost looked cartoonish. The southpaw Boricua won a clear-cut victory that Williams and team never contested. They knew it was not their night.

“I wasn’t on my game,” said Williams.

Four months later the two welterweights met again. This time it took Williams only two minutes to prove his superiority and he clobbered the lefty Puerto Rican with rapid and powerful blows.

“It was the best thing that could have happened to him (Williams) because he learned that you can’t always be at your best,” said Peterson.

Quintana never had a chance that night. He was obliterated.

Offers to fight two other Puerto Rican welterweights, Miguel Cotto and Kermit Cintron, were immediately declined.

“I thought a lot of doors would open up,” Williams said.

Keeping busy

On Saturday, Williams pits his skills against the seasoned warrior Phillips in a battle that could mean the end for the elder athlete or a serious detour for the younger fighter.

Phillips takes it all with a smile.

“I call out Vernon Forrest, I call out Daniel Santos and the other champions and I don’t get no answer back,” says fast-talking Phillips, who can talk as fast as he punches. “So I go to the young lion (Williams) to get to them.”

Williams has all the advantages.

Phillips smiles when you talk about it.

“They’re looking past me,” says Phillips of William’s team. “He says he’s going to give me a birthday wish, but you know, he’s giving me my wish by fighting me.”

Williams takes a deep breath when thinking about the tribulations of the last 12 months. It’s his final test of the year and he can’t wait until he can return home and shoot his guns. It’s what he loves to do best.

“I have a lot of guns,” said Williams, who goes target shooting at a range with friends or in the woods alone. “I have all types of guns.”

Very much like the arsenal he carries into the ring. He has all kinds of weapons.