Before he faced Lennox Lewis on March 16, Evander Holyfield predicted a three-round knockout victory. As most boxing fans know, Holyfield didn't knock out Lewis. He didn't even knock Lewis down, settling instead for a controversial 12-round draw.

"You have to give credit to the opponent. It is what he did," said Holyfield, as he and Lewis joined Gary Miller on a recent edition of ESPN's Up Close. "I truly believed coming into the fight that he would not be a challenger at all, and he did well"

Evander Holyfield and Lennox Lewis on Up Close

The long-awaited rematch will take place in Las Vegas on Nov. 13. This time, neither Holyfield nor Lewis is prepared to offer any bold predictions.

"My prediction is that there is going to be a lot of fireworks in this fight," said Lewis, the WBC title holder. "I think I am going to come out and just throw out a lot of different things that Evander Holyfield hasn't seen in Lennox Lewis' arsenal."

The following is an edited transcript of the boxers' appearance on Up Close.

Miller: Is it tough sitting this close together knowing that you want to beat each others' brains out not too long from now?

Lewis: Nah, not really. I mean, we are two competitors going out for the same prize. We both want to be undisputed Heavyweight Champion of the world. And I think that we do our boxing in the ring; we don't need to box outside of the ring.

Miller: What is going to be different this time around?

Holyfield: What will be different is that I faulted before; now with hands on experience (against Lewis), I will change the things that are necessary to win.

Miller: You know, Lennox, we showed the shot in the beginning: he has two belts, you have one, that bugs you doesn't it?

Lewis: Yeah, it bugs me, because those really are supposed to be my belts. You could say he is just keeping them warm for me. And the next fight that me and him go in (to the ring), this is what I am going for. I am going for my two belts.

Miller: What is going to be different from your perspective?

Lewis: For me, I think I am going to be more aggressive and realize that I was this far (puts fingers close together) away for getting the belts, if it wasn't for some dopey judging. But this time I am bringing two judges of my own.

Miller (to Holyfield): Back in March in Madison Square Garden, you were booed, the decision was booed. How did that feel?

Holyfield: That is life, that's disappointment. A lot of times you go out, strive for your best, and come up short. But the great thing about it is that you have an opportunity to do it again. And this is what it is all about, the opportunity.

Miller: You are well known for how much better you come back the second time you have to fight a fighter; why didn't you take him out the first time?

Holyfield: Well the fact is, it is not like I didn't, you have to give credit to the opponent. It is what he did. I truly believed coming into the fight that he would not be a challenger at all, and he did well... They say, "Evander, you were sorry because he did well," this is not the case. This man is a competitor, he has been fighting just as long as I and it was a good fight, and he did well. But in the game of boxing they always want to boo somebody to lift somebody up.

Miller: Did you take him too lightly?

Holyfield: No, I didn't take it for granted.... I trained, I trained hard, I just didn't expect him to fight the type of fight he fought. And the type of fight he fought was a good fight for that night and allowed him to do real well and surprise a lot of people.. It surprised me and it surprised so many people to the fact that they thought that was more than enough.

Miller (to Lewis): You raised your eyebrows on some of those answers and nodded your head in agreement with some of the things that Evander said.

Lewis: He said that I boxed well. Basically in one sense he is admitting that I won the fight and I believe that I won the fight; everybody stops me on the street and tells me that I won the fight. I know that they are stopping him on the street and saying "You lost the fight." But I am not really pondering that fight, because I know I won the fight, so I am looking towards the second fight, this fight coming up.

Miller (to Holyfield): Do people stop you on the street and say you lost that fight?

Holyfield: No, not at all. He (Lewis) wished. There is not anybody telling me that. But I go along with that, because that is what he wants to believe.

Miller: Before the first fight, you said that you would knock Lennox Lewis out in the third round?

Holyfield: Yeah, I said it, but one thing in life, the guy proved that he was a lot better than what I thought he was. And that is fine, that is life itself, but you know, I take chances to knock somebody out. I am not going to sit up here and expect somebody to give me something. I am going to try to knock you out. I know I fell short, but I did go out there to knock him out.

Lewis: Ask him to make a prediction this time...

Miller (to Holyfield): Make a prediction...

Holyfield: I'm going to beat him. And I am going to beat him well.

Miller: Are you going to go twelve rounds again?

Holyfield: Well, I don't know, it all depends on how much resilience he has. Can he take all I am going to give him? That is all up to the individual himself.

Miller: What is your prediction?

Lewis: My prediction is that there is going to be a lot of fireworks in this fight. I think I am going to come out and just throw out a lot of different things that Evander Holyfield hasn't seen in Lennox Lewis' arsenal. And go for the gusto realizing that they aren't going to give me anything; and I am going to bring my own two judges this time and make sure that I take what is rightfully mine, that is: all three belts.

Miller: After that third round, Evander, people read your lips in that corner, you said "damn," you thought it was all going to be over.

Holyfield: Well, the whole thing is that the way that I was feeling, I gave my all. And that round, he just stayed in there, the bell rung, and I was disappointed.

Miller: A lot of people spent a lot of money on pay-per-view or at ringside, and a lot of people were disappointed in that fight and the investment they made. And people said "here is boxing again." Do you ever regret that?

Holyfield: No, because people have to realize in life they have ups and downs. The only thing two individuals can do is go in there and give it their all. If I gave my all and Lennox was able to do more, then why would I be upset? I gave it my all, I didn't short-cut them. It's not like I had a plan to go in there and not knock him out. I had a plan to knock him out. I had a plan that in three rounds the man would be gone. But he had another plan, and his plan appeared to be a little bit better that day.

Miller (to Lewis): Appeared to be a little bit better, but it was called a draw?

Lewis: I thought that was liberating for him (referring to Holyfield) to even say that, because I am supposed to be his hardest fighter out there. Everybody was dodging me, then all of a sudden Evander came out and said he was going to knock me out in the third round. To make that kind of prediction, only Muhammad Ali can make predictions like that. So, feeling that he could have been right, I actually boxed that third round kind of cautious; which I shouldn't have. And the next fight there are not going to be any cautious rounds.

Miller: Evander, was there a time earlier in your career that you thought, there isn't a way in the world that I will ever end up a Don King fighter?

Holyfield: Well, I never thought about that, because Main Events was my promoter and I was happy with my promoter, and I am not one of those type of people who judge anybody by (other people) say. Because you talk about a promoter, everybody is going to say something bad about a promoter.

Miller: You are in a Don king bout, so some would say it is all about money?

Lennox: Yes, in one sense, but in another sense we are taking the control out of Don King's hands fully. In the last fight he had a lot of control, this fight he is not going to have that control, because I do not think that the Nevada Commission is controlled by anybody but themselves.

Miller: What is your feeling now about Mike Tyson as he has gone through yet another personal crisis, yet is going to get back into the ring come October?

Holyfield: My feelings are the same; the thing with him is not to overcome the bad part of life, but even the good part. Because it is not so much the bad things that sank him, but the good things, because every time you get higher somehow he handles it the wrong ways and find himself falling again.

Miller (to Lewis): How badly does it burn you not to have had the opportunity to fight Mike Tyson?

Lewis: I actually wanted to fight him before Evander Holyfield got in there. We actually went to a whole heap of courts around the world trying to get Mike Tyson in the ring, but he didn't want to fight me, he wanted to fight Evander Holyfield, so what could I do?

Miller: In your eyes, does that say something about him, he was ducking you, he would rather go to Evander Holyfield?

Lewis: He was definitely ducking me. The fact is that Evander got in there and did what he did with him, he did a good job. So for me the job was to go beat Evander, the man who beat the man.

Miller (to Lewis): Would you fight Mike Tyson, or is there nothing left for you to gain at this point in his career?

Lewis: No, I think there is a fight out there for me and him. I think there are a lot of Mike Tyson fans and Lennox Lewis fans that want to see us two get together, so anything can happen. If he can keep his head straight and do what he knows he can do and come back in the game and come back with a couple of wins, I think there should be a fight with me and him.

Miller (to Holyfield): Would there be a Holyfield vs Tyson III, under any circumstances?

Holyfield: It all depends on if I am still in the game, I am always open to challenges, what people want to see. It is the people who generate the income to see the big matches. And Mike Tyson is definitely still one of those people that hound people unless they fight.

Miller: In boxing, retirements are never permanent. You've retired once before, Evander, before making a miraculous comeback. Under what circumstances would it be the end for Evander Holyfield?

Holyfield: Well, it is closer to the end; I love the game of boxing. I have goals, my goal is to be undisputed heavyweight champion of the world, then after that my goal is to travel the world as undisputed champion, and then if to fight meets the criteria necessary then I will fight, but if not, then I will just move on to something that is better.

Miller (to Lewis): Win or lose next November against Evander, what is next?

Lewis: Definitely win, there is nothing in my mind about losing. I am going to win that fight and just go on from there. If Mike Tyson wants fight I will fight him, or whoever comes, because once you are undisputed heavyweight champion, you will fight anybody that steps up to the plate.