Before: Battle of the big-name starlets - both girls seeing the fight as an important turf battle at 110. "Megan's desperate to show her quality," Kate observes in prefight, "but so far, she's come up short. I want to keep the ball rolling against her - she's strong for the weight, aggressive, but I think ultimately she's just going to be a cash cow for the better boxers in the division." Fox taking the bitter lessons of the Ledoyen defeat to heart - anxious to show what she learned against the very formidable Bosworth. "I'll make Kate suffer in this fight," vows a very serious Megan at the podium. "I've gotten the better of everybody I've tangled with so far this year - I just haven't locked them down when I had them, and I've made mistakes that gave them second chances. This fight, I'm not going to be so generous. I'll be very stingy with Kate. I'll be honest with you guys: I'm looking to break Kate Bosworth's heart." Kate in short blonde tousle; midnight blue bikini; small white workout gloves. Fox in long puncher's ponytail with bangs framing face; peach bikini; small black workout gloves.

During R1,2: Crisp two way boxing - very lean bodies; sleek, darting execution encompassing the entire ring. Kate in closed stance, left shoulder pointed at Megs: Bosworth rolling punches with her shoulder, countering with sharp right hands or leading with jabs/hooks off the jab while pivoting clockwise. Megs more apt to step in with her jab, always pushing forward: she's getting caught check hook and counter right hands on the button, but she's walking through it to ring batting blows off Bosworth's svelte torso. Kate using the crisp tools which overcame Natalie Portman and others; Megs looking very Ledoyen-like as she presses her attack to the Bosworth ribcage. Katie takes the first, Megs the second.

R3: Similar looks and ring geometry, but Kate separates herself with a bitter check-hook to Megan' chin midway through, stunning Fox and momentarily dazzling her. Kate salts away the round with a slender limbed lashing of Foxy's torso as Megan's stooping forward behind her mitts. Megan soaks it, stabilizes, starts to step forward again down the stretch. Points for Bosworth, but Megan very stubborn and willful, fighting through hurt to keep the pressure on her nimble blonde.

R4: Meg unleashes: Fox distributes a massive, sustained beatdown hip to head on Katie, belting her pillar to post this round. Bosworth simply shellshocked, unable to punch back, legs constantly threatening to spasm-sprawl her to canvas. Katie windblown, face-in-gloves as she careens around ring, bouncing off ropes, suffering in corners: Gorgeous, vicious pursuit from a snarling Fox shows Megan at her most persistent and savage. Torrid, lashing blows tattooing Bosworth's slender flanks, numbing her - then Fox works underneath with bitter, gouging lefts and rights, curling punches up into stooped over blonde. Back punching? You bet - Megan raking her fists back and forth across Katie's shuddering lower back, buckling blonde knees. Thudding lefts and rights concuss against Kate's button-like breasts, ringing 'em up. Sharp, sharp combinations to head smash past Katie's raised dukes, tossing her face to and fro, battering her shabby. Incredibly, Bosworth keeps her feet, but she's in blinking stupor at the bell. Megan twists herself violently to her left, drawing her feathery ponytail across Kate's face: blonde so stunned and hurt, she simply faces into a second and third ponylashing as Megan twirls about on the spot, happily treating herself to Katie's pride. 10-8 round for Megan - she struts it back to her corner all grins.

R5: Kate tight lipped, stone faced off her stool: she's cramped and shopworn, but serviceable, choosing to engage Fox toe-to-toe rather than surrender any more uncontested beatings. Grueling stuff - limber limbed lasses lick and lash each other prettily: both stroking and biting at each other's flanks, ears with swiping, clawing lefts and rights. Bosworth getting outworked, forced to back up, but she's stabilizing her front by issuing back in spots, placing a tightly curled hook just inside Fox's defences to score on Meg's mouth. Fox being the stronger, more willful girl - getting tagged, but lashing and thrashing at her foe, digging right/left to the midsection to continue to wear Katie out.

R6: Kate Bosworth answers, and answers, with vigour. Job one: recommit to the jab, be first with it. Job two: deploy tight-swiping hooks head AND body, double up on Fox and startle her. Job three: legs are too shabby to dance - switch to flat-footed prowling and pivoting, bending low while swivelling 'round Foxy's right flank. Works wonders: Bosworth right in front of Fox, but Megan can't land: Kate doing a terrific Claire Danes impression here as she hooks-and-pivots her girl for a shutout. Bell: As frustrated Megan turns away scowling, Katie playfully flicks the girl's long ponytail from behind, tossing it around and into Megan's own face. Fight delayed as Fox scrabbles angrily at the ref to get at cheeky blonde during the break.

R7: Bitter toe-to-toe - classic flyweight hup-hup. Girls' shoulders and heads in there bumping as they tilt forward to work - Kate proving she can hold her ground and dig with her girl. Small gloves stick and skid as wiry wonders work each other over - sensational work rate laid down by both greyhounds. Give it to Kate: she flat outworks Megan, even backing willful ingenue up at points.

R8: Wheels fall off Katie's applecart as she continues to brawl, but starts to get caught some big time leather she can't handle. Bosworth rocked time and again, wonky-legging away from Megan with a wonder-struck expression: Fox just walking her girl down after labelling her, intent on piling on. Megan hurting Kate with caroming right hands off the forehead, hooks clean to chin and rampaging body blows that bat away on torso - Foxy's limbs shivering as she beats at her blonde. Kate stumbling around hurt, but once again denying Megan the pleasure of a knockdown: willowy blonde makes it to the bell standing. Just as Kate's starting to breathe again, she's deflated as Fox's ponytail slides across punished blonde features.

R9: Look at Katie punch! Legs more or less gone, but Bosworth proving she can lick it up flat footed, showing supple torso movement as she deals-and-pivots. Right side of Fox's face all lumped up courtesy Bosworth's nasty, biting hooks. Kate scoring, then bending forward while pivoting left, neatly getting under angry Fox right hands. Megan unmoved by Kate's punching at this point, but still getting outboxed in the 9th.

R10: Too much Fox - constant pressure from Meg throughout the night, all adds up on Bosworth here as Megan throws in her last reserves. Vicious, non-stop beating hounds Bosworth around the ring: her movements much slowed, reactions late, face sadly swelling. Kate taking withering body blows as slender Megan lashes away to waist, or bounces mitts off ribs and back: poor Bosworth groaning, pitching forward, stumbling into the maelstrom. Fox doing a wonderful job not smothering herself - she's punching effectively coming forward or moving back, always lathering at her victim. Once again, the wiry legs of Kate Bosworth refuse to quit under the shelling: she makes it to the bell swaying but defiant at the ropes. Megan smiling, lifting her mitts as she struts away - anticipating the UD10 victory.

After: Bosworth numb with punishment, beaten beyond recognition - what a gutty performance from a classy little blonde once plan A had been taken away from her. 5 rounds a piece, but Fox's harder punching and much bigger rounds in the 4th and 10th give Megan a much needed triumph. "That's more like it," grins Megan in postfight - a little touched up herself, but exuberant. "I hammered that girl to the body - just hammered her - my arms are still humming from the drumming, you know? I took away her heart just like I promised, really banged away at her until she just wanted out of there. That's pretty much what it's going to be like for these girls from now on. I'm just gonna tear 'em up, smash 'em up, beat 'em up any which way I can."