Before: Tense photoshoot: Kaley stepping into Jess chest to chest, forehead to forehead, nose to nose - girls push against each other as both entourages go to def-con 4. "For two years, I've been begging Aristide to get me Biel," says an intense Kaley C at the podium. "This isn't an impulse-challenge from me: I've wanted Jessica ever since she started coming into her own, because I'm the only one out here with the goods to stop her on her own terms. I think Kelly exposed a lazy Jessica Biel, but I'm going to beat up the real thing. She's gonna be shocked, because I'm faster, I'm better technically, I'm smarter and I'm tougher. I'm stronger too, but I know you guys would never believe that until I break her heart right in front of you!" Biel pursing her lips, non-plussed throughout. If losing to Brook has effected Jess at all, she's showing no signs. "Kaley's hungry, I get that," Jessica says. "She's athletic and she wants to see what all the JB-hype is about, but what they haven't told her is that I'm BETTER than the hype. The stuff you read about me doesn't even begin to tell the story of what it's like to try to fight me. Kaley's living in this little dream world where she builds herself up for two years, then cashes in huge by beating me down - but that's never, ever going to happen. I'm the place where little girls' dreams go to die. Kaley's gonna get hurt in this fight, and she's gonna come out of it with a whole new attitude." Biel in electric blue Stealth bikini, tangly blonde locks, white gloves. Kaley in pink bra, green swimsuit bottoms, white gloves. As girls touch up for ring instructions, Kaley snarls: "Got your excuses ready?" Biel's not amused.

During R1: Kaley aggressively out, feints, feints, leads a sudden right hand bingo to chin and BIEL SCOOTS TO HER BUTT! Jessica caught and dropped, scrambles up cheeks blushing crimson: Cuoco showing that Durance-busting hand speed early. Middle minute - girls circle, take turns pouncing-in: each legging back, turning from the pressure, then countering in kind. Final minute, Kaley's jab stiff, slightly backhanded up and out from her tummy: she's got Biel shoulder-rolling, weight on right foot. Cuoco able to dart in with choppy rights/brisk left hooks off the jab, stepping right: Biel in tightly closed stance parries much of the work with her left shoulder, but can't answer back. Emphatic points for Cuoco - she chests up, lets Jess hear it early.

R2: Similar back and forth pounce-stepping - both girls leading right hands and hooks, though Kaley's making a conscientious effort to jab. Muscular, supple fare - both girls pointing left shoulders at the opponent, carrying left hands across guts, right hands loose near chins. Both dip low at the waist, rolling punches. Both lean out over the front foot, twisting to present the right shoulder while bobbing menacingly, left hand coiled and ready to hook nasty from this posture. Difference-maker is Kaley's jab: once in a while, she'll pre-empt Jess with it, ruining the odd Biel pounce - Cuoco directing traffic as a result.

R3: Same again - closed stances, supple flat-footed torso bobbing interwoven with agile pounces, step-aways, and walk-arounds. Kaley taking to tracing ovals in the air with her left hand when she's circling out of range - very sleek and relaxed. Girls eyes flashing aggressively, lips curling slightly - both engaged in high-stakes maneuvering, each trying to feint the other out of position. Biel able to hack some vicious buggy-whip right hands in above Kaley's left hip - best punches of a tactical third.

R4: Biel bobbing, weaving her way in - she's edging her left shoulder into Kaley's chest, looking to work nubile blonde body. Cuoco eager to swap - she's bumping HER left shoulder in Biel's chest: girls rotating casually counterclockwise while hacking, swatting and chopping. Thick clout being applied - both girls tightening up stroke, elbows in - punches being torqued onto the opponent via hip and torso rotation. Wonderful, sinewy two-way play: Cuoco determined to prove she can stand with Jess. Judges like it for Biel - if only because this seems more her fight than Kaley's.

R5: Early wide ranging, pounce-boxing settles into a more sustained toe-to-toe as girls edge close, work supple. Pleasure to watch such tight-punching vixens ply their craft - girls easing to back (right) foot to change distance, then shifting to left (front) foot to engage; bobbing low at the waist and rotating torsos; slugging either hand hard off either foot. Cuoco very clever in these exchanges, slipping and blunting a lot of Biel leather, then swiping back at her very effectively. Kaley balanced on right (back) leg extends the jab to Jessica's guard, freezing her: Kaley lashes a savage right swipe-punch across Jessi's ribs just below the jug line, leaning forward into Biel on follow through. Pulling away (back to right leg again) Kaley slides the hook across thick and muscular, snap-clouting Jess across her chin. Cuoco in-and-out while always maddeningly in range - she licks and lashes Jess for points in close.

R6: Girls circle, curve in, then settle down: Kaley willing to go flat footed and work with Jess. Biel snarling, chops that meanspirited right hand in over Kaley's left hip, drawing winces. Kaley doubling up her hook BSE style, taking Jess hard in her tummy, then on her chin while transitioning weight front to back leg. Biel hopping-in, hooking Kaley's breasts; Kaley rolling to her right in a crouch, coming back a slick right uppercut to Jessica's body. Touches are getting harder, cleaner - leather spanking out very loud from tanned, toned torsos as girls lick and strap each other. Down the stretch, Kaley quick-hooks Jessica's left eye - steps right, hooks the eye again to send Biel back on her heels at the bell.

R7: Kaley in with a lead right, stuns Jessica to chin: Cuoco forward and in close on follow through, twists torso-right to drag her left hand into Jessica's tummy; pivots right while extending the left to push at Jessica's raised guard; hacks a buggy-whip right hand down behind Biel's left ear. Jessica dismayed, steps away - Kaley's hopping forward, walking Biel down. Jessica's output drops - she's doing more defensive shoulder rolling, scowling as she slips or blocks Cuoco's increasingly insolent punching: Kaley on the march, attacks Jessica in a series of engagements all around the ring. Supple, lashing stuff - Cuoco staying in touch with the jab, closing in behind her left shoulder, then touching Biel in combination. Jessica's tummy catches a beating, her ribs too, and face is shiny from Kaley-leather through 7.

R8: Biel looking frustrated: she's gone toe-to-toe to break Kaley and Cuoco wouldn't cooperate. She's stepped outside and pounced, but Kaley's been too elusive. Cuoco fighting smoothly, confidently, willing to engage and trade inside; able to stalk and initiate outside. Often, girls will pose at each other outside, feinting, bobbing: it's usually Kaley who initiates, either spitting a quick jab, or hopping-in a hook. Biel not always tagged by such quick-mitt fare, but she looks defensive - usually reacting to Kaley. Bell: Cuoco brightens, turning away with a smile and raising her right hand - she's a very confident blonde back to her stool.

R9: Kaley up tempoing, hounding, harrassing Jessica all around the ring. Cuoco jabbing for range, pouncing in with lead hooks, flurrying as Biel bobs and rolls, then jumps away to start anew. Left side of Jessica's face very puffy and sore - Kaley's got a knack for hooking Jessica's left eye while stepping-right, taking advantage of Biel's closed stance. Inside - Biel gets position with her shoulder, but she's reluctant to get off: Cuoco's the one pelting away tic-tac-toe, then bobbing low, easing to back foot and sliding to the side. Down the stretch, Kaley with another one of those lashing, carving rights to the ribs off that pesky extended left hand screen: Jessica winces, cringes, steps back deeply discouraged.

R10: Biel muscling her way forward: Kaley slidestepping back in good order, left shoulder forward - she dips, rolls, walks Jess into a glorious counter right uppercut bingo onna chin. BIEL GOES WOBBLY BUTT! Jessica stomping in fence post holes, staggering around in disbelief: Kaley quick-pounces in a lead right hand to mouth, hops back outside, then pounces in ANOTHER right hand to jaw. Biel stumbles straight back to ropes - Kaley hopping-with eyes bright. Jess grim faced, dug in - Kaley relaxed, steps-to, lightly touching and knuckling at Jessica's gloves and brawny shoulders. Biel stooped forward, right hand atop her left, elbows in: Kaley knuckling, then dipping either shoulder to lick at Jessica's firm tummy/shiny flanks. Knuckle-and-lick, knuckle-and-lick - Kaley methodically strapping away, beating Jessica about both hips, pushing Jessi's head to one side, then belting her ribs; licking her right uppercuts off the right foot; double hooks body and head off the front foot. Jessica frazzled, getting worked over and at the bell - Kaley Cuoco shrieks, leaps away in anticipation of triumph. UD10, Kaley Cuoco!

After: Jessica Biel badly scuffed up, stalks around hands on hips in dazed fury, refusing to accept the ass-kicking Kaley's just administered. Cuoco crying, hugging her team mates, carrying on: biggest win of Kaley's career stuns pundits as she simply refuses to lose against big bad Biel. "I took the intimidation factor away from Jess," a gleeful Kaley beams. "Even in prefight, I wouldn't back down from her - not even an inch! I was determined to go at Jessica and really break her down right. Deep down, she's a bully - that's all Jessica is. Stand up to her, tell her NO, and she'll back down everytime!"