It was the October 1980 title fight between Easton's Larry Holmes and Muhammad Ali and the two old friends and competitors were battling not just with their fists, but also their wits.
"When I fought him I said, 'You know I love you, man,' " Holmes recalled of the fight that Holmes easily won.
"He said, 'If that is so, why are you whuppin' me?' "
Holmes was one of only five boxers to ever defeat Ali. Years later, Ali would say that he would not have fought Holmes if he had known he would lose and suffer brain damage.
Reflecting on the passing of his onetime heavyweight opponent, Holmes, 66, speaking from Easton, added: "It's terrible, man. He gave so much of himself to everybody else. I don't think Ali had a whole lot of time for himself. He was always on the go and always part of something larger than himself."
News that Muhammad Ali had died at 74 in a Phoenix hospital on Friday caused waves of sadness throughout the boxing world, including in Philadelphia.
At the Joe Hand Boxing Gym, on Third Street near Green, in Northern Liberties, boxers and boxers-in-training remembered Ali on Saturday at the gym's community day event. Many said Ali's legacy was more than just about boxing.
Philadelphia-born boxer Bernard Hopkins, a former world middleweight titlist who now lives in Greenville, Del., came to the gym in a blue exercise shirt, red pants, and yellow sneakers. As rap music played in the background, youths punched on bags, and others practiced in a boxing ring, Hopkins reflected on Ali's legacy.
"To me he was more of a game changer in life, and a game changer in my life, because I learned that I can speak," said Hopkins, 51, who lauded Ali's outspokenness on social injustice.
Other fighters, too, said Ali was an inspiration.
"He paved the way for a lot of young fighters, me as well," said Danny Davis, 48, manager at the Joe Hand gym.
"Yes, he was 'the Greatest,' " said Joe Hand Sr., a Philadelphia-based boxing promoter and founder of the gym.
"If you stop and think about it, who else is it?" said Hand, 80. "If he said he was going to win, you could bet your bottom dollar on it."
Autumn Wolfe, 13, of Collingdale, Delaware County, a daughter of gym manager Davis, was practicing her boxing with pink boxing gloves at the community day event.
"He was a professional boxer and he worked hard," she said.
"It's kind of sad to me and unfortunate, but I know there are a lot of other boxers who are going to try the shot to be the best and to become what Muhammad Ali was," she said.
Calogero Paglione, 12, of Mantua, Gloucester County, said he's been boxing for three months and likes the "intensity" of the sport.
"When you think of boxing, the first thing you think about is Muhammad Ali," Paglione said.
Hand was an eyewitness to many of the interactions between Ali and Philadelphia's favorite boxing son, Joe Frazier, and he gave Ali the nod as to who was better in the ring.
"He only lost to Joe Frazier because Joe had the bigger heart," Hand said. "It had nothing to do with his boxing ability."
Hand said he last saw Ali at the 2012 funeral of famed trainer Angelo Dundee.
"Even though he was in a wheelchair, he looked like a champ," Hand said. "There was just something special about him. His suit was pressed, and his shirt could not have been whiter. I knew when I was a kid that he was special.
"No one - no one - made a bigger impact than Ali."
Hand recalled visiting with Ali years ago at his training camp in Deer Lake in the Pocono Mountains.
Ali shared crates of apples and oranges with his guests. "He treated people with respect," Hand said. "He was a gentleman to a lot of people."
But not to Frazier, his archnemesis in the ring.
"There was no love between the two of them," Hand said.
Hand also remembers sending Ali a pair of boxing gloves to autograph for a giveaway one year. But Ali liked the gloves so much that he kept them and sent his own worn gloves back to Hand - unsigned.
"I didn't care about that," Hand said. "His personal gloves were worth at least $20,000."
What about the giveaway?
"It ended that night," Hand said with a laugh.
Harold Lederman, who judged Ali's third fight at Yankee Stadium with Ken Norton in September 1976 and who had followed Ali's career from the beginning, said Ali's fighting style was unprecedented at the time, substituting deft movements, fakes, and strategic use of the ring.
"He was incredible," said Lederman, of Orangeburg, N.Y. "His dancing [in the ring] was just amazing. The stuff he did in the ring was outstanding. He had a great jaw and could really take a punch."
Other fighters came to imitate Ali's innovative style, including Holmes.
"I used the left jab and moving side to side in the ring and circling the ring," said Holmes, who would make 20 successful title defenses in his career. "The only thing I didn't do was stay up on my toes the way he did."
Holmes, who as a young fighter was Ali's sparring partner for several years in the 1970s, said he adored Ali throughout his career. But how then was he able to fight him?
"When someone puts three and half million dollars in front of your face [and much more for Ali], that makes you want to fight," he said.
Throughout the title fight, Ali continued to taunt Holmes, to try to keep him off balance. But Holmes said he just ignored the tactic. After 10 brutal rounds, the fight was called, and Holmes was declared the winner.