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The first meeting between Jermain Taylor and Kelly Pavlik, in many eyes, was the fight of the year in 2007. Pavlik, down and seriously hurt in the second round, came back to score a dramatic seventh-round knockout to win the middleweight championship and become the first world champion from Youngstown, Ohio, since Ray "Boom Boom" Mancini. The Feb. 16 non-title rematch at the MGM Grand in Las Vegas figures to be just as memorable.

Here are five things to look for in Pavlik-Taylor II:

1. Youngstown invasion

When Pavlik dethroned Taylor last September in Atlantic City, it seemed like the entire population of Youngstown was in Boardwalk Hall that night. Expect an even bigger contingent from the Rust Belt to make its way to Las Vegas. Youngstown doesn't have much going for itself these days since the decline of the steel industry. One recent visitor said, "It's the saddest thing I've ever seen."

There's no sadness surrounding Pavlik, who has given his community something to be proud of. "There's a big buzz going on," Pavlik said. "Now that I'm champion, there's a lot of pressure. But it's exciting."

Unfinished Business

TV Lineup for Saturday's HBO PPV card (9 p.m. ET) from the Mandalay Bay Events Center in Las Vegas: • Junior lightweights: Juan Manuel Marquez (48-3-1, 35 KOs) vs. Manny Pacquiao (45-3-2, 34 KOs), rematch, 12 rounds, for Marquez's title/vacant Ring magazine title • Featherweights: Steven Luevano (34-1, 15 KOs) vs. Terdsak Jandaeng (29-2, 19 KOs), 12 rounds, for Luevano's title • Bantamweights: Abner Mares (15-0, 9 KOs) vs. Diosdado Gabi (30-3-1, 22 KOs), 12 rounds • Junior welterweights: David Diaz (33-1-1, 17 KOs) vs. Ramon Montano (15-4-2, 1 KO), 10 rounds -- Dan Rafael

Taylor was accustomed to being the more popular fighter until he was unnerved by the hostile Youngstown crowd in Atlantic City. He'll have to deal with a larger, more vocal pro-Pavlik gathering at the MGM Grand.

Just how many of Taylor's fans make it down from Arkansas remains to be seen. When Taylor took and defended the middleweight title in his two fights with Bernard Hopkins, he was the darling of his home state and thousands of "hog" fans made the trip to Las Vegas for those two fights. But Taylor's popularity took a hit after his dismissal of Pat Burns as his trainer and lackluster performances against Winky Wright, Kassim Ouma and Cory Spinks. Strangely, he won a portion of his Little Rock fans back with his effort against Pavlik, but whether they'll travel to Las Vegas is another matter.

2. No early fireworks

Taylor nearly had Pavlik out in the second round of their first fight, dropping him with a left-right-left combination that stunned the challenger. Once Pavlik got to his feet, Taylor punched himself out trying to go for the kill.

Don't expect such early fireworks this time. Both fighters have a healthy respect for each other's power and Taylor particularly will be looking to conserve some energy for the later rounds. Pavlik understands he can't get lazy with his jab like he did early in the first fight, leaving himself open for Taylor's big right hand. Nor will he stick out his chin, daring Taylor to hit it as he foolishly did last September.

"That almost cost him," said Pavlik's trainer, Jack Loew. "He got caught up in the moment and wanted to show that he wasn't hurt without realizing that he really was hurt. He won't do that again."

3. Taylor will try to turn back the clock

After becoming champion, Taylor abandoned his jab and tried to end every fight with a one-punch knockout. As a result, he hasn't won by TKO or knockout since stopping Daniel Edouard in February 2005 before he became champion. That's three years and six fights ago.

If Taylor has watched any film at all, he knows the best work of his career (and in his first fight with Pavlik) came when he boxed behind his long left jab. Using his jab and working the angles, Taylor was ahead on all three scorecards when he got lazy, backed into a corner, lowered his left hand and was knocked out by Pavlik's persistent power.

The only way Taylor wins the rematch is to stay in the middle of the ring and use his athletic ability to keep Pavlik off-balance. This will take more poise and patience than Taylor has shown in recent fights, but it's the only chance he has to beat Pavlik, whose basic game plan is to launch hard right hands behind double jabs.

"It's up to them [Team Taylor] to change," Loew said. "We're not going to change."

4. Is Pavlik still hungry?

Life changes for a boxer once he becomes champion, and it certainly has changed for Pavlik. He has spent much of the last four months on the banquet circuit, being congratulated for winning the championship. He has rubbed elbows with the Ohio State football team, thrown out the first pitch at a Cleveland Indians playoff game, strolled the sidelines at Browns games and attended numerous charitable events. He even makes unpublicized visits to see patients at local hospitals.

It would be easy to lose a little focus, a little hunger and a little dedication. That's what happened to Taylor. Pavlik insists he still has plenty to prove and even though his middleweight title won't be at stake in the rematch, a loss is unacceptable.

"The hardest part about reaching your goal is keeping it," Pavlik said. "It's about keeping your head into it and staying focused. If you do that, there's nothing that can distract you."

5. A late-round knockout

Both fighters, especially Taylor, will fight more cautiously in the early going, but once they reach the championship rounds, someone's going to start smelling a knockout.

Conditioning will be key. Taylor said he wasn't in great shape for the first fight with Pavlik, which, if true, is an indictment of how much -- or little -- he cherished his title.

"He never got his second wind," said Ozell Nelson, Taylor's amateur coach and father-figure who has replaced Emanuel Steward as the lead trainer. "This time, I'm going to make sure everything is right. I'm going to turn over every rock."

At a catchweight of 166 pounds, both boxers shouldn't have to dry out before the fight, which should help their stamina. But both are bound to tire in the later rounds from the sheer competitiveness of the fight. And as evidenced in the first fight, it won't take much of an opening to end the bout in dramatic fashion.

George Willis is the boxing columnist for The New York Post.