BEFORE: Classic veteran match up between bantam flagship-fighters...Eliza's feeling bold after Rachel's thumping title loss to Spears. "I just don't think Rachel's over that loss," Eliza smiles in prefight. "Her body's still looking sore, and she's got a lot of deep-seated doubts following that fight - doubts that I can't wait to exploit! When we're done, we'll have given Foxfire three crushing defeats in the near term, and I have to do my part. Throwing Rachel on the scrap-heap is going to be my pleasure!"

Rachel looking for a bounce-back win...exchanging Britney's thudding physicality for Eliza's craft means it won't be easy. "Dushku's still a major threat - especially when she thinks you're down or discouraged. I have to get her respect right away, that's the key: I can't let Eliza get comfy in that ring. As for HISC running the table on us: no way; that's not happening. We're bloodying their noses in this one - that's a Rachel MacAdams guarantee!"

Eliza in red leather bra-style bikini; small black gloves; slick low ponytail with ringlets framing face. Rachel in black lace push up; violet bikini bottoms; small black gloves; frisky auburn ponytail with sporty bangs.

R1: Veterans circle clockwise 4 complete circuits before stepping in - each girl jabbing the other stiff before disengaging. More circling, feinting from Dushku answered by step-outs/walk arounds from Rachel - girls' eyes locked throughout. Feeling-out first a dead heat except for a brisk flurry of body shots late - Eliza on Rachel's ribs/waist: it's enough to nudge the points into Dushku's column.

R2: Determined MacAdams jabbing disrupts Eliza early; Rache able to step in and bang those ribs some shivering, straight-arm right/lefts, tic-toc. Dushku scampering away, light on her feet, but she can't shake pursuit - Rachel at her with hard-eyed intensity. Eliza stands ground late, swapping it up brisk as girls elect toe-to-toe negotiations: Rachel pasted, but still ahead by the bell.

R3: Same again - decisive jabbing from Rachel grants her initiative; she hounds Eliza to body, really scouring those ribs, putting Dushku in retreat. Eliza snatching back in spots - walking Rachel in and flurrying her body/head...MacAdams the overall aggressor through 3.

R4: Eliza steps in, swipes palm-down hook to Rachel's rack, initiating a furious, sudden jug-mugging assault to back MacAdams up. Rache firms, rolls her shoulders hup-hup-hup, answering in volleys to Eliza's breasts to first halt, then roll up brunette advance. Eliza met toe-to-toe and outfought: she breaks off contact, scowling with concern as she circles to regroup. Rachel the aggressor once again, walking Eliza down behind a contact jab, looking to whirl palm-down hooks/right hands to Dushku ribs by the bell.

R5: Eliza tries again - leading with hooks, stepping into Rachel and offering hard battle: lefts and rights dig up MacAdams' breadbasket/breasts as Rachel's forced backward. Rache banged back near to apron before firming, answering: you can see her fighting Eliza to a standstill in furious, whirling exchanges, then advancing as Dushku disengages. Rachel emerging once again from vicious trade as the aggressor - stalking Eliza - pursuit-jabbing her, closing then banging the body robusto until Eliza can escape. Bell: Eliza frowning, scuffed up and rib-shiny...Dushku having a difficult time breaking Rachel's will through 5.

R6: Eliza changes tack - jabbing Rachel's breasts to vex, then sliding away, inviting Mac to give chase. Rachel strongly forward, looking to pressure the Dushku ribcage...Eliza giving ground, pivoting to angles, issuing ripostes in combination to disrupt Rachel's offensives. Stop and go stuff cleverly engineered by Dushku: she's blunting Rachel's head-on attack with pivot-counters, then disengaging before Rachel can slug for parity.

R7: Eliza on front (left) leg, jabbing Rachel's body, then surprising her a clean right cross to chin: MacAdam's receipts hasty - she's rushing to answer without thought to position. Eliza sliding to either side - constantly changing angle of attack - jabbing Rachel to steal initiative then tattooing her in combination. Dushku working upstairs this round - straight punching lefts and rights kissing off RAchel's face, penetrating the MacAdams peek-a-boo. Down the stretch, Eliza salts away the shut out with a glorious feint to freeze Rache in earmuff, then painting MacAdams' waist right/left to take Rachel's breath away at bell. Smug smile Eliza Dushku en route to her corner: Rachel's turn to frown and fret.

R8: Rachel jabs-with, gets Eliza to show earmuff, steps in and BURIES tight left hook to liver. Dushku's legs give a shimmy, face blanching as she backs away in agony. Ropes: Rachel palm-pushing Eliza's shoulders, then sorting her out robusto...vicious assault proceeds hip to head on Ms. Dushku. Eliza in freefall - leaning into ropes/bending forward to clinch: she's taking the beating of a lifetime from a determined Rachel Mac here. MacAdams bearing teeth - pushing Eliza off, then going at her ribs with curling, palm-down right lefts, or chugging away hup-hup through the middle...Dushku wilting, mouth wide open as punishment mounts. Down the stretch, Rachel cleaning up: desperate Eliza side to side slugging sees her clip right/left to chin, BUZZING RACHEL'S KNEES! Rache suddenly hurt, staring: Eliza bends in with a slopping right ear-to-chin on Rache, knocking MacAdams to her right knee! Eliza staggering past as Rachel's hands fumble for ropes...redhead climbs up for a shabby, shaky-legged 8! ON COMES ELIZA! Payback for Rache as Eliza pushes MacAdams upright, then goes to town - punching Rachel's face sleepy; clawing at her rack; sorting out the breadbasket right/left uppercuts...THE REF STEPS IN! Rachel in anguish, battered senseless but still groggily protesting the stoppage - that's TKO8 Eliza Dushku!

AFter: Dushku ragged, but jubilant: she was mere seconds from going out herself before changing the fight in a heartbeat. Semi-chaos in behind Dushku as she's getting set for interview - Wolfpack trying to secure RAchel for tribute as Foxfire girls are interceding - security trying to prevent general mayhem. "Knew she was spent..." Eliza pants, hands on hips, face puffy in postfight as Hayden pushes Kreuk's face in the background. "Looked like a scared rabbit half the time...wasn't taking it well to the body...just bided my time, set her up, checked her out like a champ. We're gonna roll these girls up...no problem..."