Freddie Roach was shaken by the magnitude of the moment.

His eyes were red and glassy. His lower lip quivered. His voiced cracked.

Mike Tyson's trainer was understandably emotional Friday night after the astonishing loss to British commoner Danny Williams in Louisville's Freedom Hall. Tyson was knocked out late in the fourth round after a torrent of 19 unanswered punches.

The defeat didn't upset Roach as much as what it signified. Tyson's humiliating night marked the end of his career. Roach knew it even though he wouldn't openly admit it.

“It definitely could be over,” Roach said. “Part of me wants to say it is over.”

Roach was overcome with a flood of memories as he spoke with a small group of reporters after the bout. He knew how Tyson must have been feeling, trying to cope with the sudden realization the glory days are gone, never to return.

“This is an addicting sport,” Roach said. “This is f*cking hard to give up, this sport. I'm telling you, I was there. I tell you what: It's sad when you have to retire, when it's over.”

Roach was a crowd-pleasing featherweight whose career reached its end when he was 25.

Only Roach didn't know it or at least he refused to admit it. His trainer, the late Eddie Futch, advised him to quit after a 1985 loss to Greg Haugen. The TKO marked Roach's fifth defeat in 11 bouts and third defeat in six bouts.

“It's so hard to retire from this sport,” Roach said. “When Eddie Futch told me I had to retire I said 'No,' that he didn't know what he was talking about. So I fought five more fights and lost four of them.

“I should have took his advice. I will give Mike the right advice. We'll watch the tape. We'll talk about the fight, and I'll give my honest opinion about what he should do, and that will dictate what I do with Mike in the future.”

Roach, however, clearly was already thinking about the end of Tyson's road. Roach was asked many tough questions about the 38-year-old heavyweight's future, and he often prefaced his answers with a long, mournful exhale.

But Roach, ever the straight shooter, didn't hold back when asked if the Tyson he saw Friday night could be a contender again.

“No,” Roach replied dejectedly. “I said this before the fight: Danny Williams is a guy that he should beat, and he didn't. He can't be a contender if he can't beat a guy like Danny Williams.”

Tyson's intentions were not immediately clear after the fight.

Neither he nor manager Shelly Finkel showed up for the postfight news conference. Tyson was taken to the hospital for a precautionary brain scan, to have his right eye stitched and to have his twisted left knee examined.

Tyson's record looks impressive at 54-5 with 44 knockouts, but he is only 5-4 with two no-contests in his past 11 bouts, a stretch that started with his first loss to Evander Holyfield in November 1996.

Tyson hasn't defeated a significant opponent since Razor Ruddock 13 years ago, and that's being generous. Tyson's last monumental victory might be his 91-second blowout over Michael Spinks 16 years ago.

Roach said he and Tyson would have a long heart-to-heart talk Saturday afternoon on the long flight from Louisville to Phoenix.

Roach suggested he would walk away — as Futch did nearly 19 years ago — if he and Tyson disagree about forging ahead.

“I'm going to have to make my own decision if I'm going to be involved,” Roach said.

Testament to what Tyson should do was found in Roach's review of their preparations for the fight. Tyson was fighting for the first time in 17 months, but Roach was overly pleased with their three-month training camp.

The Boxing Writers Association of America's 2003 trainer of the year mentioned how Tyson slimmed down from 268 pounds to 233 (still the third heaviest weight of his career), how Tyson had stopped smoking marijuana for almost a year (even though he reeked of it at the postfight news conference for Vitali Klitschko's obliteration of Kirk Johnson less than eight months ago and other sources close to Tyson said he had been smoking in earnest recently) and how focused Tyson was in reclaiming the heavyweight crown.

Roach was also convinced Tyson was doing it for the glory and not the paycheck.

Tyson filed for Chapter 11 bankruptcy protection last year after squandering about $400 million in career earnings. He owes, according to some reports, over $40 million on back taxes, alimony, child support and other mind-boggling debts.

“Money wasn't the issue,” Roach said. “He saw where the champions were Lamon Brewster and Vitali Klitschko and these guys, and he said 'I can bet those guys. I want to make a comeback.' He definitely thinks he can be world champion again and wanted to clean his life up and go out on a winning note.”

In the dressing room after Williams had done the unthinkable, Roach said Tyson was contrite.

“He said he was sorry,” said Roach. “I said 'Mike, you don't have to say you're sorry to me or anybody in the world. You showed a lot of heart. You looked good for a couple rounds. You were doing the right things.'”

Those words usually get uttered in a loser's dressing room. Those were the sentiments Williams was supposed to hear down the hall.

He showed a lot of heart.

He looked good for a couple of rounds.

He was doing the right things.

Yet Tyson still lost.

“I care about Mike a lot,” Roach said. “I hate to see him get hurt. Retirement is definitely possible because I care about Mike. He fought very hard and game tonight, but he took a lot of shots.

“(Retirement) is definitely in my thoughts right now, but it's so close to the fight. “

The evening seemed like it would go according to Team Tyson's plan after the opening bell.

Tyson demonstrated quick hands, wonderful head movement and a crisp jab. He staggered Williams with a left hook to the chin followed by a left uppercut.

“I thought we were on our way to a quick knockout,” Roach said. “Williams showed a lot of heart. People said he didn't have one, and he proved us wrong.”

Williams somehow remained on his feet and clinched long enough to gather his wits until the round ended.

“His punching power, I would say, was less than what I thought,” Williams said. “I've seen him knock out Trevor Berbick and Michael Spinks; I thought he hit lighter than that.”

Tyson also hurt his left knee at the end of the first round. He appeared to twist it when he stepped forward to throw a hook. His punch output decreased thereafter.

“He told me he couldn't turn the left hook over, that it hurt his knee,” Roach said. “I told Mike 'You know, you're going to have to suck it up and go out there and fight.' It's just one of those things. He went out there and tried. I was proud of Mike.”

Said Williams: “I didn't realize he was injured in any way, shape or form. My thing was just to get past the first two rounds and give it to him.”

Chants of “Ty-son! Ty-son!” at the start of the second round couldn't spur the former undisputed champ.

Tyson slowly but surely began to get lazy with his footwork and head movement, choosing instead to load up for the KO.

“It was the start of our downfall when Mike wasn't moving his head,” Roach said. “When Mike doesn't move his head he's just a sitting duck out there. He's a big target. We're working on it over and over in the gym. He showed good in the first two rounds, but he didn't stay with it and lost track of the gameplan.”

Williams started to land clean punches and seemed content to back himself into a corner and trade.

“My gameplan was to box,” Williams said. “But once he hit me with that hard shot I just went to war. I thought with me being the bigger guy I knew I would wear him out eventually. My strategy paid off.”

Williams' strategy didn't include dealing with two opponents in the same ring.

Referee Dennis Alfred, working in his hometown, was shameless in his treatment of Williams, deducting a point on two occasions without a single warning. One point was for hitting on the break. The other was for a low blow that landed on Tyson's hip.

“The referee was a proper joke,” Williams said. “He was giving me so much trouble. There was no way I was going to win on points. The ref was on the verge of chucking me out.”

Williams knew he would have to win by a knockout and reacted accordingly in the fourth round. He refused to be intimidated by the man once known as the Baddest Man on the Planet.

Williams finally landed a blow that stunned Tyson long enough to jump on him. The big underdog threw about 30 punches, with 19 finding their mark, until a right hook to the temple finally sent Tyson slouching into the ropes and onto the mat.

“Once I hurt him I just let go,” Williams said. “I kept punching and punching. When he went down I thought he was more exhausted than anything.”

Alfred made sure Tyson had ample time to rise from the canvas. The hapless ref was more concerned with making sure Williams was in a neutral corner than with counting to 10.

The bout, despite several extra seconds from Alfred, ended anyway.

The bonus time Friday night was an aberration for Tyson.

In every other regard his time is running out even faster now.

“At 24 years old I was called an old man,” Roach said. “At 27 I retired from boxing. It's going to be difficult for me and for Mike to do that, but we're going to do what's best for Mike. I promise you that.”