Before: Winona making moves - taking on a high profile celebrity and former champ in the wake of recent impressive punching performances. "HBO is starting to take notice of Winona," an un-named source at the cable giant relates. "Some execs prefer her to Johannson, and think that Winona can go farther than Scarlett in that juggy A-list space - but not everyone's convinced. Beating Keira would go a long way to convincing the doubters, and then we'd have a situation - if Ryder's movies start taking off - where a big movie star is winning big fights: that's good for business."

Knightley in black bikini with red/black plaid bottoms; blonde curls in messy/pretty ponytail; small black gloves; black boxing boots to midcalf. Winona in pink bikini with white-belted bottoms; small white gloves; white boxing boots to midcalf.

During R1: Boxing clinic - Keira on Winona. Knightley legging 'round the ring - sinews visible in her lean thighs and long biceps as she circles tentative brunatte. Stiff, stinging jabs knocking, tapping at Winona - bouncing off her face, steering her around. Ryder flat footed - crossing her arms, or showing peek-a-boo: she's a confused beauty, just turning on the spot, watching Keira be pretty. Shutout Knightley: saucy Brit grinning and shimmying her shoulders en route to her corner.

R2: More Keira anyone? Knightley dazzling Winona with left hands - at one point dropping the right to her side, pursing her lips and placing a trio of well placed jabs to Winona's face while falling off to the left. Lips still pursed, Keira moves right hand in front of her crotch while keeping the left at her shoulder, still pumping out straight, single-shot jabs; scoring at will. Poor Winona! She's sputtering, getting tapped at, turning: she's inching her way forward, but getting constantly nibbled - all from an unspeakably insolent stance! Knightley loving it - just stepping calmly to her left, right hand at her thigh or crotch while she pops left hands into 'Nona. Occasionally, with weight on the left (front) foot - Keira will lead a wide hook to 'Nona's ear, then jab her swiftly while pivoting sweetly left. Balletic, taunting stuff from Keira: she punches Ryder wobbly butt with one hand in the second.

R3: Winona lunging for Keira, swiping wide: Knightley leaning away, gets stroked across her lips, but avoids real damage. Keira deliberately negligent - dangling both hands at her sides, pursing her lips as she leans forward - daring Winona to punch so Keira can slap-counter her. Knightley warned for open-handed slaps upside Winona's head - ref wants closed fists only. Keira's lanky goodness and insolent stance driving Winona crazy: at one point, Ryder shouts "Stop it!" after missing her lissome foe for the umpteenth time. Keira smiles, head-feints Winona, then lifts a right hand off the thigh to drift Ryder across her mouth, sending her stumbling backward. More cheek after the bell from Keira. Instead of going to her corner, she follows Winona to hers, puts a leg up into the ropes like it's a ballet-bar and does some balletic side-stretches. Ryder enraged, shrieking in protest until ref ushers Brit back to her corner.

R4: Keira still showboating: Winona starting to close the gap and land with clapping impact on angry haymakers. Sloppy action at times: Keira refusing to lift her hands like a professional - leaning away all bendy-backed as a furious Winona lunges forward. Ryder landing random rights or lefts - just swinging with vigor, trying to knock Keira's block off. Knightley grinning, shaking her head 'no' when she's tagged...but she IS catching clout. Keira doing less offensively - lots of supple torso bending and leggy evasions, but Winona's able to huff and puff her way to points without actually blowing Keira's door down.

R5: Knightley in that lanky crouch - hands low - looking to dot either fist onto Winona as Ryder attacks. Winona seething, but keeping her dukes up, walking Keira down: Ryder being aggressive if nothing else. Keira backing away, walking Ryder onto punches - girls extending arms to find each other, getting off at medium-to-long distances. Midway through, they trade: each landing a simultaneous left, then a right as Keira's lifting punches up and out, while Winona's punching straight across. Keira steps right; her knees buckle; she straightens, suddenly woozy. Winona pours in over Keira's left shoulder, driving Knightley sideways to ropes. Small left glove clamps around Keira's bikini front, holding her steady at the chest: 'NONA'S PLOWING RIGHT HANDS! Ryder seething - leaning in and cleaning up - right hands pasting a staring Keira! Knightley in swoon, butt in ropes, lips parting as her head jerks and lolls in time with the punishment. Keira facing dimly into the punches, just sitting there: Winona POURING it home - right foot lifting up off canva as she gives it to Keira lusty and THE REF STEPS IN! Good Lord - upset TKO5 Winona freakin' Ryder???

After: Knightley stunned and bloodied - staring in stupor as furious Ryder right hands ends the rangy Briton's night. Winona in hysterics - biggest win of her career actually has her on some kind of weird roll. Horribly outclassed tonight, taking a pasting, Winona angers-up and erases a huge Keira Knightley lead with sheer buxom enthusiasm, sending a message to a stunned boxing hierarchy. Ugly moments as Keira's looking to get out of the ring: Winona confronting her, repeatedly asking to get a look at Knightley's ugly shiner on the left eye - then turning to cameras with thumb proudly pointing to her chest, crowing "I did that!" In days to come, a determined Sienna Miller very vocal about showing Winona what 'real' British boxing is all about. No word from Ryder's camp on whether they'll be pursuing the offer