Clay weighed in at while Liston was several pounds over his prime fighting weight at . Many of those watching were surprised during the referee's instructions to see that Clay was considerably taller than Liston. While receiving instructions, Liston glowered at Clay, while Clay stared back and stood on his toes to appear even taller. Clay later said of the moment: "I won't lie, I was scared ... It frightened me, just knowing how hard he hit. But I didn't have no choice but to go out and fight."