Antonio Villaraigosa has been in this boxing ring before. Heading out of a victory in the L.A. mayoral primary four years ago, the former California Assembly speaker with the thousand-watt smile seemed to think he'd easily knock out his bland runoff opponent, City Attorney James Hahn. Instead, Hahn gave him a bruising lesson in big-city politics. Hahn claimed his opponent was untrustworthy and soft on crime. He blasted him for supporting clemency for an imprisoned cocaine dealer while taking campaign contributions from the dealer's father. "Los Angeles can't trust Antonio Villaraigosa," the ad urged. And voters listened.

This time, Villaraigosa knows he has to fight back. Last week, after beating Hahn once again in the primary--by an even broader margin of 33 percent to 24 percent--Villaraigosa insisted he's learned from his mistakes in 2001. "Last time, Mayor Hahn's entire campaign was predicated on creating a climate of fear around my candidacy," Villaraigosa told NEWSWEEK. "He's a man who'll do anything and say anything to get re-elected." It remains to be seen whether he's learned enough to beat Hahn in the May 17 runoff, but this time his campaign is certainly talking the talk. "If he hits us with a two-by-four, we're going to hit him with a four-by-four," says Villaraigosa campaign manager Ace Smith.

Four years ago, Villaraigosa, now 52, was just a Sacramento pol with no local experience. Now he's an L.A. city councilman, familiar with pothole politics. And this time Villaraigosa isn't "running as a Latino candidate," says Jaime Regalado, a Cal State Los Angeles political scientist. Rather, the candidate is positioning himself as a centrist with a vision for uniting L.A.'s fractious multiethnic mix. That's wise, because although Latinos make up about half the city's population, they cast only about 22 percent of the vote. Villaraigosa knows he needs to win more fans among conservative whites in the San Fernando Val-ley and African-Americans in South L.A.--groups that Hahn alienated by fighting Valley secession plans and firing black Police Chief Bernard Parks.

Since Hahn took office, authorities have launched probes into possible corruption at several city agencies and boards; three Hahn appointees have resigned. There's no indication that Hahn himself is under investigation, but Villaraigosa is happy to allege guilt by association. But even damaged, Hahn, 54, is formidable. He has already raised the same soft-on-crime claims that he threw at Villaraigosa last time, and he accuses his opponent of saying one thing to white voters in the Valley and another to black voters in South-Central. "It's going to be a free-for-all," predicts John Shallman, who managed the campaign of Bob Hertzberg, who finished third in the primary. In the rematch, at least, Villaraigosa knows it.