DALLAS — He often has played second fiddle.

But Deron Williams can't stand anything shy of first place.

Matt Mitnick — best friend since the two were in day care together, close confidante and frequently nearby right-hand man — knows.

Oh, does he know.

"Everything we ever do is a competition," said Mitnick, whose business card says "Personal Assistant" on one side and "Special Projects Coordinator" for Williams' Point of Hope foundation on the other. "Everything from playing pingpong to playing basketball, football, baseball. Cards, dominos, whatever.

"He gets real mad if I beat him in anything," Mitnick adds, "so I try to help his ego and let him win as much as I can."

Mitnick laughs, knowing Williams — Jazz point guard, Olympic gold medal winner and today a first-time NBA All-Star Game participant — would chuckle at the assertion even more heartily.

Because whatever you do, Deron Williams — who'll play for the Western Conference in front of more than 90,000 at the new Cowboys Stadium in nearby Arlington — wants to do it better.

It's been that way since the two were growing up in suburban Dallas, and it will be that way, Mitnick suspects, long after Williams is done chasing a still-unfilled aspiration agenda.

For that, the Boo Boo to Williams' Yogi Bear credits D-Will's mother, Denise Smith — single mom, source of inspiration and middle school basketball coach for a point guard and his good buddy.

"I'm one of his biggest fans, biggest critics. I think his mom's probably the only person that's a bigger critic of his — his mom and himself," Mitnick said of Denise, who played both basketball and volleyball at West Liberty State College in Deron Williams' native state of West Virginia.

"He learned how to play basketball from his mom," added Mitnick, whose own mother is best friends with Williams'. "She taught him fundamentals at a young age, taught him there was more than scoring. And I think he still plays that way today. He'd much rather have 20 assists than 30 points any night of the week."

Getting Williams to think pass first, though, was no small chore.

"He played on some teams where … he was always the leading scorer, but he could have been the only scorer," Smith said. "There were kids that couldn't even make layups and stuff, in fourth, fifth grade. And I was always yelling at him to pass."

And he listened.

"He did actually. One of the few (times)," Smith said with a laugh.

It's that very way of play that may be behind the fact shooting guard Bracey Wright, not Deron Williams, was superstar of The Colony High School's basketball team north of Dallas.

"I remember everybody in high school at the time was talking about Bracey Wright," said Jazz swingman C.J. Miles, a few years younger than Williams and Wright when he was just emerging on the Dallas prep basketball scene. "Everybody knew who Deron was, but Bracey Wright — everybody said he was the guy."

Williams, understand, was good.

Miles learned that firsthand when he went to watch The Colony play Lincoln High, a powerhouse from south Dallas that current Toronto Raptor and Eastern Conference All-Star Chris Bosh led to a 40-0 record and a No. 1 national ranking when all three were seniors in 2002.

"He (Williams) was a little chubby back then," Miles said. "Husky. Let's say husky. But I remember getting there, and the first play I saw was a right-to-left crossover with him dunking down the lane."

Miles asked his coach who that was; Williams was the answer.

But Bracey Wright got his name in the paper often. He scored more than Williams. And he had much more expected of him down the road.

"Deron," Mitnick said, "was just running the offense."

Not everyone had Williams pegged to be an NBA player; fewer still a future All-Star.

"He was one of the best players, of course, in the city and the state," said Bosh, who prefaced his comments with a reminder that The Colony was one of Lincoln's 40 notches. "I just remember him kind of slowly evolving into a really, really good player."

But to get where he is now?

Only true believers sensed what was to come.

"I've always said I wanted to be an NBA player, since I was little," Williams said as he sat in a Dallas hotel ballroom, soaking in some of what it means to be an NBA All-Star.

"I used to write it in my yearbooks. You know, I don't know when you realize that could come true. But you couldn't tell me otherwise.

"You couldn't tell me I wasn't going to be in the NBA."

Still, there were more shadows to shed.

Williams, Mitnick figured, would choose either North Carolina or Arizona from the mass of recruiting letters wallpapering his boyhood bedroom.

"It was always his dream to play at (one of those two schools)," Mitnick said.

But Raymond Felton, now with the Charlotte Bobcats, chose North Carolina. Salim Stoudamire, who played for the Atlanta Hawks, already was at Arizona. And then Jarrett Jack, now with Toronto, picked Georgia Tech.

As Tom Cruise's Joel Goodson said in "Risky Business," "Looks like University of Illinois."

Yet even in Champaign, Ill., there was someone nudging Williams to second seat. It was mostly Dee Brown, understandably so, and current Indiana Pacer Luther Head too.

That's the price Williams had to pay, Miles said, for always playing "the game the right way."

"I mean, he's been able to do some more flamboyant things in the league now. … But he knows when to do it, and when not to do it," Miles added. "But in high school and college, he just did what he's supposed to do. He got it done.

"People didn't realize he was really the leader of that (Illinois) team. Dee Brown was a smaller guy, fast, lightning. He was an electrifying player, which is what people like.

"It was exciting. Nothing to take away from Dee; he's a great basketball player also. But D-Will was a big part of that team."

As it turns out, Bracey Wright — after a stint with the Minnesota Timberwolves — now plays in Greece. And Dee Brown — whose short NBA stay included one season with the Jazz — now plays in Italy.

Williams, in his fifth season, is now entrenched in the Association.

But even his ballyhooed entrance to the league, replete with a trade three spots up in the 2005 NBA Draft to get him, came with another name looming overhead.

Chris Paul, one side of the debate goes, might have been a better pick for Utah at No. 3 overall.

"It helped me, being overlooked, overshadowed a little bit," Williams said.

"It made me work harder, made me want to play harder and become better, and get to where I'm at right now. So, you know, who knows if I would have had the same motivation that I had if those things wouldn't have transpired."

Even Jazz coach Jerry Sloan admits Paul-Williams was a close call.

"We had to pick somebody. It wasn't an easy decision," he said. "He (Williams) and Chris Paul were terrific players. You could see that.

"You could see what they had the ability to be able to do. They're so quick and have a lot of things going for them. So how do you make that decision? You have to pick somebody. That's all there is to it.

"Everybody can have their wants, whatever," Sloan added. "We picked Deron. It wasn't anything we didn't like about Chris Paul.

"We made a decision, and we had to live with it."

They're doing so happily ever after, or least as long as now 25-year-old Williams stays in Utah — swayed at least partly by the fact Williams acted like he really wanted to join the Jazz.

He flew to Salt Lake City — Jazz officials watched Paul work out in Chicago — and donned a suit and tie for what would become the most important job interview of his young life.

The Jazz tapped Williams at No. 3, Paul went to the New Orleans Hornets at No. 4 and now Williams, his wife and their three children — having sold the home he used to own in Dallas — live in Salt Lake year-round.

It's happenstance that seemingly has worked out well for all involved.

"He loves it out there in Utah," Paul said, "and I'm the same way in New Orleans."

Paul could have easily been the one who ended near mountains instead of the bayou, and he's the one who made it first to an All-Star Game, but it was during Williams' interview day that Sloan realized he was looking at the real deal and the right fit for the Jazz.

"He came in; he was ready to go; he's a smart guy; he had a terrific workout just going out on the floor working by himself," the Jazz coach said.

"Some people questioned how he could shoot the ball. … All I know is his shot looked good enough that if he worked at it he could shoot it."

He'd rather watch a movie — does so often on road trips — than read a book. He'd rather play golf or a video game than engage in a political debate. He'd rather pull a prank — "Your shoe's untied," he'll tell even someone wearing loafers — than deliver a semi-serious answer with a straight face.

If there's one thing to which Williams never has been averse, though, it's toiling toward a goal.

In both elementary and middle school, he was a state-champion wrestler.

But it was when they were in high school together for one year — Mitnick was assigned to a new school after his freshman year, and Williams moved from nearby Carrollton so he could stay in The Colony's basketball program — it became evident that willingness to work would separate the point from other players.

"The other guys didn't really have the work ethic Deron did," Mitnick said. "He'd go to the rec center every single day growing up. Every day, without fail.

"He'd take his bike and ride to the rec center on a summer day, get there at 9 in the morning and leave when it closed. The only break he'd take was to go the pool around lunchtime, and then go right back to the gym."

At the Rosemeade Recreation Center in Carrollton, two gyms, weight and fitness rooms and four racquetball courts help fill a 44,000-square-foot fitness facility — and when Mitnick was playing with other sixth- and seventh-graders, Williams was ballin' on another court with the high school kids.

There, Williams — who also played as a youngster for an AAU summer basketball team coached by former NBA player Derek Harper — honed the athleticism that helped him become someone who stood proud at a school that also produced NFL lineman Mike Williams.

Mission statement at The Colony, a dime-a-dozen-looking public school that opened in 1986 to serve a community whose median household income is in the $60,000 range:

"We will accomplish anything we set our minds to. … We will set high expectations for our students. … We will encourage students to reach beyond average and accept the challenge. …

"We will take unmotivated students and motivate them to learn."

"We will start every day with a spirit of cooperation and teamwork, knowing this is the only way we can truly achieve greatness."

Williams, making $13.52 million this season, seems to have taken it to heart.

"A lot of people don't see behind-the-scenes stuff," Mitnick said, "but he's one of the hardest workers I've ever seen when it comes to preparing himself for basketball and just staying in shape all year long."

Mission mostly accomplished, then.

A basketball career, though, wasn't all Williams honed in school.

He's known childhood sweetheart Amy Young since grade school, and the couple — married in 2006 — are parents to daughters Denae and Daija and infant son D.J.

"He's an amazing father," Mitnick said. "I know a lot of people don't know that. People probably don't see that. He tries to keep his personal life personal. But seeing him with his kids is just amazing."

Hornets point Paul first met Williams at a Nike camp during their college days and remains a good friend.

They text and talk often, and he's seen Williams' evolution to All-Star.

"Both of us bounce off each other when we're frustrated — you know, we say, 'This, that, this, that,' " Paul said. "But, most of all, we're always there, because we're in similar situations — you know, teams that are right there on the cusp year in and year out of going deep in the playoffs.

"You know," he added, "we both have grown — on and off the court."

Miles — taken in the second round of the same '05 draft, straight from Dallas' Skyline High, that also had Dallas-area products Ike Diogu and Jason Maxiell going in the first round and Wright in the second — has witnessed both.

"I can't tell you an exact time, but you could just see he figured it out — 'OK, this is what I'm gonna do and this is what I've got to do' — and he built on it," Miles said. "He figured his go-to moves out — the stepback, the crossover, everything he was gonna do. And he's been running with it ever since."

It's been as much of a sprint off the floor, though, as on.

"He knew the game of basketball, but knowing the NBA game and how to run it and how to run a team — I mean, he's done a great job of just maturing every year. And it comes with playing," said Miles, who can't help but notice Williams' constantly increasing confidence. "He knows what's going on all the time on the floor, who's doing what, who needs to be yelled at, who doesn't, who needs to be told a little pep talk or whatever it may be.

"He's done a great job at it, and there's no question now who our leader is. We used to have a question who our captain is. Was it him? Was it Booz (Carlos Boozer), A.K. (Andrei Kirilenko), Memo (Mehmet Okur)? Who would it be? But now …"

Most everyone knows, even if Williams may not roll with the boys as much as he once did.

"He's still Deron, still pranking people, still joking," said Miles, who's watched the transformation from rookie who got in trouble using an alias following a Park City bar fight to wiser family man. "He's a lot older. He's got three kids. I mean, that slows anybody down. I don't know anybody who's out to dinner with the guys every night when you've got three kids and a wife.

"But, other than that, he's still the same guy I've been hanging out with for the last five years."

Mitnick, godfather to the Williams' daughters, has seen it all firsthand since his friend invited him to move to Utah in '06 and help handle "everyday stuff — so all he had to worry about was playing basketball and his family."

That's important to Williams, because — behind a mother who worked multiple jobs, and with a now teenaged brother, Kendall, attending The Colony who Mitnick said could play but is "vertically challenged" — he learned firsthand what it takes to grow up not having a relationship with his birth father.

"(That) made him tougher. It made him grow up faster," Mitnick said. "I think it's made him better today — a better father, better husband, better friend, better professional, just better all-around."

Family matters most.

But it's basketball that drives Williams, which is why he's so proud of the medal he won with Team USA at the 2008 Summer Olympics in China — "the look on his face with that gold," Mitnick said, "I'll never forget that" — and why he felt slighted when getting passed over for All-Star honors in seasons past.

"It definitely got to him a little bit," Mitnick said. "It eats away at you a little bit, but it definitely motivates you.

"He always has something to prove, never satisfied. Just because he's made the All-Star team, just because he has a gold medal, he's not gonna stop getting better. He still has a lot of goals he wants to reach — and these are just minor goals in the process.

"Championship is the No. 1 goal. He would give up all the individual goals for a championship. The gold medal was huge to him.

"Obviously that was bigger than making the All-Star team. But I know his next goal is definitely an NBA championship, and then to get another gold medal in 2012 in London."

It's through international play that Portland Trail Blazers coach Nate McMillan — an assistant on the '08 Olympic staff — came to appreciate Williams' ways.

"He's confident, and he believes in himself, his ability," McMillan said. "But, you know, he's a humble guy — and he has an open mind to learning.

"You could talk to him, and he would respond to coaching and some of the things like Kobe (Bryant) and (Jason) Kidd (Williams' boyhood hero, and a West teammate in tonight's All-Star Game) were talking to him about."

On the floor, McMillan said, "He's a helluva competitor, and with a lot of talent. He can play both ends. He doesn't really have weaknesses. He can penetrate, he can post up, he can shoot the 3 ball, he can shoot free throws, good court vision. Defensively, he can pressure the ball, he can play bigger guys, he's a pretty solid guy.

"He has great ball-handling skills, so it's difficult to force him to a spot on the floor. He pretty much can get to where he wants to. ... He's a great guard. I have a great (deal) of respect for him."

Williams has represented USA Basketball at multiple levels, including a gold medal win at the 2003 Global Games in Dallas.

"That was kind of a coming-out party for me, I think," he said.

Williams' mother, though, sensed something much earlier.

"When I had my younger son (Kendall) — they're nine years apart — somewhere that competitiveness kicked in," Smith said. "I mean, Deron was in high school … and they'd played on the little Fisher-Price goal and Deron wouldn't let him win."

Mitnick, meanwhile, picks yet another point in Williams' career.

It was 2005, and Illinois trailed Arizona by 15 with just minutes remaining in their NCAA Tournament regional finals game.

But the Illini rallied. Williams hit a game-tying 3-pointer with 38.5 seconds remaining in regulation, and his go-ahead trey in overtime helped produce a Final Four trip that ultimately ended with a title-game loss to Felton and North Carolina.

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"That was the greatest game I ever witnessed in my entire life," Mitnick said of Williams' 22-point, 10-assist effort. "That's when I really knew he had something special. I mean, I always knew — but I'm a little biased."

Is he ever.

"We butt heads all the time," Mitnick said, "but that's part of being best friends, being a family."

E-mail: tbuckley@desnews.com

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