Before: Bilson a little pissy with Nat in prefight - pushing her during one photo shoot - being huffy in general: Portman thoroughly enjoying Rachel's 'tude. "She's nervous," Nat chuckles at podium, "and by nervous, I mean scared spitless! I'm raring to go - she sees what kind of shape I'm in - she knows I'm tearing it up in camp these days. Girl knows she's got a beating coming and she's just acting out, trying to be brave. More power to her - this is gonna be fun!" Bilson cranky at Natalie's cheery demeanor - offering a different explanation for the behavior. "I just don't want to take any of Natalie's crap," Rachel insists. "She's all - 'it's my show, my stage' - treating me like an opponent - and I won't have that from her. I'm tuff - I'll get into it with her, and when we exchange, she's gonna realize that she's not the only flyweight in the whole friggin' world!"

Portman in bright two piece gear - yellow lace-up top with multicolour vertical stripes - matching boy cut bottoms; white goxing shoes to midcalf; small black work out gloves; hair in slick braid down her back. Rachel in crisp white sports bra; snug navy boy cut bottoms with little white belt; small white gloves; white boxing shoes to midcalf.

During R1: ACTION! Portman grinning, hopping-to, feinting, then hopping back in her stance, neatly walking Rachel into a lead hook to cheek. Bilson startled, but plucky - she pushes through, starts churning: IT'S TOE TO TOE! Natalie giddy - big grin as she sets feet wide, starts slappin' it up. Both girls pasting lefts and rights wide to each other's heads...but it's Portman beating Rachel to all the punches. Nat rigid and quick with the left/right stroking - arms crooked - fists clipping at Rachel's face in swift palm-down latherings. Bilson sputtering, pitches forward after several hard claps upside the head: she's down to all fours, then quickly up, chest heaving. Natalie's eyes dancing as she's pushed back: Rachel blushing, but eager to continue, pours in with fresh anger. Nat retreats to ropes, sets feet wide: again she unleashes a vigorous lather, clapping away lefts and rights to Rachel's jawlines as Bilson's attempting the same. Rachel buffetted - Nat landing with heels of the hands as well as knuckles...Bilson sputters forward as Natalie spins off ropes: Bilson quickly down to her knees, scrambling back up as ref moves in for the 8 count. Rachel enraged - rushing at Nat as Portman's taunting: Natalie with a cute feint freezes Bilson, then leans in to stroke her a sweeping, hesitation right hand. 3/4 sidearm delivery claps hard to cheek - Bilson staggers forward, pitching to all fours once again with Natalie's happy laughter in her ears at bell.

R2: Bilson attacks...Natalie retreats in good form to ropes, then rebuffs Rachel with that twirling, two-handed lathering from the hips. Bilson pursues: Natalie steps to midring, shaking out her arms and grinning "come and get it!". Nat: legs stiff - precise heel-and-toe steps and pivots as she doubles her jab, pinpoints lead right hands, clips across hooks. Rachel there for the taking, but plucky: eating face-strikes, she angrily swings for Nat's head with minimal effect. Portman never sharper: she's just moving her head a smidge; tilting a bit to either side; pivoting just enough - making Rachel miss by millimeters.

R3: Robust hup-hup as Natalie engages at close range: once again, Portman's blazing combination punching gets the better of her foe, wearing Rachel out to tummy. Bilson grimacing, stepping away: Natalie openly laughing, hands on her hips as she allows Bilson recovery time. Nat playful - extending left hand to Rachel's nose: Bilson swats hand away only to have Natalie replace it with the extended right. Rachel swats THAT away, surges angrily forward: Natalie sidesteps with right hand in Rachel's lower back, guiding her past. Midring, Natalie gets back into that stiff-legged, heel-and-toe boxing routine - chin tucked, hands up, palm-down, elbows in as she pivots around, shocking Rachel to face with either mitt. Nat chippy with the jab - doubling it off Bilson's face; pokey with the straight right; nipping with hooks off either foot. Wonderful stuff - Natalie tip-tap-tapping away, moving shiftily around - just humiliating Bilson in high volume fashion.

R4: Natalie reaching in, bodying up: girls push and walk around, each rubbing her left shoulder into offending breasts. Rachel working - digging at Natalie's flat paunch, slender ribs: Portman clipping away short uppercuts to chin, tidying up the waist cuffs and swats. Pleasing step-around, inside swapping - girls just bumping and getting off in turns. Final minute - Natalie shoulders Rachel off, gets onto toes, starts dancing left. Bilson eager to win her first round, rushes to engage: Natalie intercepts with a swinging sidearm right - fully extended whack catches Bilson to ear, dashing her to all fours! Big smile Natalie: she just stole Rachel's best round with a knockdown.

R5: Rachel shiny, touched up, but resilient: again she brings battle - punching energetically and missing as Natalie weaves/slides back in retreat. Near the ropes, Natalie turns on a palm-down hook, clipping Rachel perfectly on approach: Bilson sputters forward, clangs to her knees face-first in ropes, utterly humiliated. Portman steps aside, hands on hips, legs together straight, head tossed back: preening high-buttocked pose brings Rachel surging up hot - ref capturing Bilson and pushing her back for the 8 count. Resume - Natalie continues to chip away - once again taking midring with that Johnny Tapia like heel-and-toe movement - palm-down hands administering crisp pokes and taps. Bilson swinging, but making grazing contact only: Natalie still judging distance to the micron here.

R6: Natalie's movement sets up another knockdown at the half way point: Rachel blundering into a sweet left uppercut bingo on the chin - she flounders to her knees as Natalie sidesteps. Later - brisk exchange of rights and lefts sees Natalie land most of the punches: she hops in a calling-card left hook, catching Rache to chin and sends Bilson scooting to her rear. Bilson blubbering into tears: she's up quickly, blinking in confusion as Natalie prances away.

R7: Natalie's finally got Rachel gunshy: Bilson reluctant to engage when she's been chewed up so savagely. Portman stalking - yo-yoing the elastic jab, then hooking off it - effortlessly scoring to bruised Bilson cheek. Natalie stiff-arm jabbing - one to the body, one to the head - never drawing the hand back, just lifting it straight up by the shoulder to prod Rachel. Any advance by Bilson met by a shrewd half-step back and check hook from Natalie: time and time again, Bilson's disrupted thus. Bell: Portman grinning; Rachel turns away quickly so Natalie won't see her crying.

R8: Bilson covering up tight, looking to walk Natalie down behind a sturdy V-front: Portman takes full advantage. Natalie retreating in good order, walking Bilson into right hands, scraping hooks and uppercuts, denting one-twos. Most of the punches blocked on the arms, but Portman dipping to get hooks in beside the closely grouped elbows at Rachel's stomach. Natalie whacking the waist with a straight-arm tic-toc delivery, then peeling off to either side: she's just walking Bilson in, touching her up. Rachel grimacing, wretched: nothing she can think of is working as Natalie's just on another level.

R9: Feint, hesitation sweeping right hand to ear: Bilson down again, miserable on her right hip, punching canvas in frustration. Again she's up, only to be pasted a succession of wide, stinging right hands upside her head: Natalie just at play, extending on circus punches and walloping Bilson about. Rachel regroups, rushes in: Natalie hunkers down, puts a shoulder into Bilson, heaves her back outside. All Natalie all the time: Bilson's plucky spirit effectively broken at this point.

R10: Natalie sets jup stiff-legged midring: crisp heel and toe movement; palm-down hands ready to dish a poking. Rachel halfhearted - she's pawing her jab, trying to find Natalie, only to eat tapping jabs and stiff, straight right hands in reprisal. When Natalie goes pure defence, she's unhittable - dipping and leaning and twisting as Rachel lathers air. Down the stretch, grinning Portman engages lustily - once again lathering away toe-to-toe as Rachel desperately tries to answer. Punches and slaps beat upside Rachel's head - destabilizing her, then sending her to knees and face late. Sobbing, chest heaving, Rachel's up again, but it's over: she's just been skunked and rudely used, 10 rounds to 0 by the best Natalie Portman any one's ever seen.

AFter: Portman preening, and why not? She puts on a show of class, speed, and playful cruelty unmatched by any other fighter this year. Bilson in hysterics - stamping her foot and bawling in her corner; Sarah Michelle Gellar livid at ringside - offended at Portman's perceived grandstanding (as are many others) "I just felt sensational tonight," Natalie explains. "Rachel's a good kid, but I think she definitely knows where she stands. When I'm on like this - girls get dressed up BIG time!"