CHANGE of PACE

ZACK WILLIAMS' big brother, Ray "The Razor" Adams, spent most of his adult life in prison for murder before being shot to death in South Philly in 1999. He was 31.

Williams' uncle, Robert Adams, a pro welterweight boxer who once fought the great Tommy Hearns, was gunned down in 1987 at age 32 by the enraged stepfather of a teenage girl he was romancing.

Williams' sister, Linda Adams, a deeply spiritual woman, moved to Altoona and raised her six children away from the streets of Philadelphia.

Williams' mother, an Army veteran, and his father, a Marine Corps veteran, worked hard all their lives to support their family.

So Williams, 30, who dealt drugs throughout his young adulthood until he dealt his way into a three-year prison sentence, had conflicting family crosscurrents flowing inside him when he entered the State Correctional Institution in Somerset.

As he stood before prison staffers in November 2005, and was asked which trade he wanted to learn during his incarceration, Williams realized that he was standing at the crossroads of the rest of his life.

"They asked if I wanted to learn carpentry, plumbing, masonry, fiber optics or barbershop skills," Williams remembers. "I said, 'Do you have any acting classes, anything like that?' "

He laughed. "They're looking at me like I'm crazy," he said. "They got all these hard-core criminals and I'm talking about, 'Y'all got any acting classes?'

"They said, 'No.' I said, 'Then could I work in the video department?'

"Jails have basketball, baseball and football leagues," he said. "They have rock concerts. All of those have to be videotaped. I wanted to learn filmmaking."

Williams got out in January 2009, with a head full of Philly street stories and the skill to film them on the streets of his hometown.

From the Plush Night Club, on 8th Street near Callowhill, to a shuttered school in South Philly to the rowhouses of friends, Williams is now shooting his first feature film, "Can't Judge a Book."

"In the city of Brotherly Love where everyone has an agenda," Williams said in his most dramatic "coming soon to a theater near you" voice, "three couples find themselves caught in a web of lies, infidelity, deceit, drugs and murder. Close friends become worst enemies and worst enemies become best friends in a twisted tale of being in love with the wrong person."

In real life, Williams said, being in love with the right person for over a decade played a starring role in his salvation.

"All the time I was in prison," Williams said, "my fiancee, Chondra Cain, kept on making those long drives every Sunday to visit me.

"During one visit, I promised her and our daughter that the only way I'm coming back to prison will be a bad case of mistaken identity," he said.

Cain is a longtime West Philadelphia stylist who is running Zymetrics Hair Salon, on 55th Street near Sansom, the year-old business that she and Williams started together after his release.

Cain's mother, Stephanie Cain, a fashion-show planner, is co-producing "Can't Judge a Book" with Williams' parents, Doris and Zachary Williams.

"Sometimes," Williams said, "I reminisce about the days when I was living that street life, and I look at my daughter, Zainab Cain-Williams, who will be 10 in September, and I see that I was just a few years older than her when I started out committing petty crimes, then moving up the criminal food chain.

"So, inside, I know I have to do something now to make her proud to say, 'That's my dad.' "

Williams also wants to make his parents proud but he's running out of time. "I'm on a mission to show my mom that her boy is doing something positive so she can go to work and tell her friends, 'That's my son,' instead of, 'He's in jail.'

"My dad is laying in a hospital bed, very sick with kidney failure to the point where we just don't know when we're going to get that call," Williams said. "I'm working around the clock to make a positive impact on the community I once preyed on, so my dad can see his son's first movie before he closes his eyes."

Williams has come full circle since childhood, when his favorite thing was spending an afternoon with his dad and some friends on the banks of the Schuylkill along West River Drive, fishing.

Williams grew up on 40th Street near Ogden, in West Philadelphia, in a struggling neighborhood known as The Bottom, but, he said, "I can't excuse turning to crime by saying, 'Oh, I was so poor.' I come from a two-parent home. We didn't have a lot, but we had enough. The way I was raised, you had to work for what you wanted."

But in his teens, Williams abandoned his old fishing buddies and his parents' work ethic.

"When I started selling drugs," Williams said, "it was a fast, easy couple of hundred bucks a week for clothes, shoes, pocket money. As I got older and more into drug dealing, that jumped to making a couple thousand a week. At any given time, I had from $10,000 to $20,000 in a sneaker box, and juggled anywhere from four and a half to nine ounces of cocaine.

"I got deeper and deeper into it and, before you know it, my dreams became nightmares."

Williams had taken filmmaking courses at the Art Institute of Philadelphia, written a bunch of street stories he hoped to film and started making his first feature, "Da Hustla," when he sold crack to an undercover cop.

"Being in prison," Williams said, "was like [the movie] 'Groundhog Day' - you repeat the same day over and over, week after week, month after month, year after year, while the outside world keeps on keeping on.

"Watching summers and winters go by - and each time my daughter visited me, she got a little taller, a little older - I knew I had to make a choice when I was released," he said. "I would never cross that line again because if I did, the Department of Corrections had a bed waiting for me."

Williams loves his freedom, loves spending his days and nights filming all over the city, loves having a name instead of a number.

"My prison number was GN-8298," he said. "That's what the guards would say when they addressed you, 'What's your number?' So I asked myself, 'What do you like being called better - Zack or GN-8298?' I like being called Zack better. Much better."