When Andrew Council talks about that night in Upper Marlboro five years ago, he has a tendency to close his eyes, shake his head and allow a might-have-missed-my-chance grin to creep into his face.

And make no mistake -- this is a grin, definitely not a smile.

Council's memory of that U.S. Boxing Association junior middleweight title fight against Keith Holmes at Show Place Arena is as clear as the azure sky of a recent afternoon outside Round 1 Gym in Capitol Heights.

"I remember the whole thing," said Council, a Lanham resident. "Every minute of it."

Council remembers the straight right that staggered Holmes in the first round. He remembers a left from Holmes in the seventh that left him dazed and forced him to slip to the canvas. Most of all, Council remembers the three points referee Chris Wollesen deducted from him for hitting below the belt -- points that helped Holmes win a unanimous decision.

Less than 18 months later, Holmes knocked out Quincy Taylor in Las Vegas to claim the World Boxing Council middleweight title. Council feels Taylor was there to beat at the time -- and knows by losing to Holmes, he missed his chance to be the one to do it.

Opportunity comes calling again for Council Friday night at MCI Center. Only this time, Council can win more than a chance at a world title -- he can win the WBC middleweight belt, from none other than Keith Holmes.

Holmes (33-2) brings with him the backing of Don King Productions and the cache -- and bank account -- of being a world champion. Holmes has accrued all those things since beating Council that chilly September night five years ago.

Meanwhile, Council has built a 30-6-3 record that includes an International Boxing Federation middleweight title shot against Bernard Hopkins, who dominated him en route to a unanimous decision at Show Place in 1997. Hopkins remains the IBF champion.

"I didn't think my chance came just when I wanted," said Council, who has never been knocked out. "But now it's come, and it's right on time."

Getting this chance came as a bit of a surprise to Council, 30. He knows he wasn't the first choice to be Holmes's opponent. Holmes, who lost his title to Hacine Cherifi, then reclaimed it in April with a win at MCI Center, always was a part of this Showtime-televised card, which also will include Silver Spring's William Joppy vs. Julio Cesar Green.

However, King's matchmakers didn't have an opponent for him as of late last month. With the card less than four weeks away, Council's manager, Gary Lee, finally persuaded King's people to make the Council-Holmes rematch.

"This was a fight we had to have," Lee said. "Andrew's been thinking about that first fight for a long time. He'd been stewing."

Holmes initially balked at fighting Council, saying he could not make enough money from such a fight. But Council decided he wanted the bout so badly that he offered to give up some of his purse to Holmes.

"I told Don King's people I didn't care that much about giving up some money -- I just wanted this fight," said Council, who declined to say how much money he gave to Holmes or how much he will be paid.

Council will bank on being in better shape than Holmes and on having a different game plan from the one he used for their first meeting.

"He's been working so hard," said Council's trainer, Adrian Davis. "And I know, because I've been waking up at 5:30 in the morning to do the road work with him. And the medicine ball, the sit-ups, the sparring . . ."

Asked about strategy for this fight, Council tried to play it coy.

"I know this time I will keep my punches up," Council said. "And I know I will take the fight to Keith. I expect there to be some knockdowns."

Davis, who also used to train Holmes (he stopped shortly before the first meeting between the two), said he never has seen Council so focused.

"Andrew's a real nice guy," Davis said, "but he's been training so hard for this fight it's like I can see the bitterness, the anger building inside him. He's as ready for this fight as he's ever been for any fight he's had."

Boxing Data

Where: MCI Center.

When: Friday; doors open at 4:30 p.m. (main event will not start before 8).

TV: Showtime, 8 p.m.

Featured fights: William Joppy (27-1-1), Silver Spring, vs. Julio Cesar Green (25-3), Dominican Republic, for Joppy's WBA middleweight title; Keith Holmes (33-2), Washington, vs. Andrew Council (30-6-3), Lanham, for Holmes's WBC middleweight title.

On the undercard: Bouts will feature local fighters DeMarcus Corley, Vincent White, Sammy Retta and Norman Smith.

Tickets: Available ($25-$300).