Before: "I'm surprised BSE's letting me at Katie," Courtney smirks at the podium. "She's probably the most protected fighter in boxing, so you wonder what they're thinking. I sampled BSE technique against Jenny O'Dell and I wasn't impressed, I mean - if I'm controlling a fight against their strongest girl, what's Katie supposed to do? Other than lose?" Holmes grinning, showing no signs of intimidation in rebuttal. "Hate to tell you this Court," Holmes purrs, "but in selecting you, my guys sorta ARE protecting me. Yeah, I mean - you look good for your age and you're speedy for a cougar, but I obviously didn't watch the same Jenny O'Dell fight you did. I've transformed myself physically this year - it's Katie Holmes 2.0 you're facing - not some ingenue off the bus. Why don't we fight first, and then see how much attitude you should be throwing around?" Holmes in royal blue bikini; sleek low ponytail; small white gloves. Courtney in crimson bikini, scruffy short beach ponytail; small black gloves.

During R1,2,3: Katie in control, boxing out the minutes. Holmes planting her front (left) leg strong, pinging jabs, pivoting left. Katie with the odd elastic straight right as well off the front foot - pasting away up top on Court. Cox snarling, stepping out, bobbing and weaving out on the end of Katie's punches - Courtney making the odd penetration, but landing only sporadically as Holmes either clinches or lopes out of range. Holmes' volume the real story here - a constant tapping rain of straight lefts and rights as she wheels about: marathon tempo being set early as Holmes goes up 3-0 in rounds.

R4: Cox timing Katie better - daring the Holmes jab to slip in and hook that taut BSE midriff. Court with nice gouge on her hook - dipping in under Katie's punches, then rip-digging mitt off meat: Holmes frowning, stepping away from Courtney's touch. Katie still pumping jabs, whether she's pivoting left, backing up, or stepping forward - Cox lands the harder, more meaningful punches however, getting herself on track.

R5: Katie pumpin' - rangy, pinging punches in a steady rain, constantly keeping Courtney moving her head, parrying, stepping. Midway through, Cox times Katie's jab, steps in under it while pulling the right hand over top: stunning blast caroms off Katie's cheek, startling her. Cox to front foot, in close, hooks Katie's tummy; Cox easing weight to back (right) foot, hooks Katie's chin and HOLMES GOES DOWN! Katie wide-eyed, open mouthed on all fours - sudden shock of Courtney's punches has Holmes star-struck. Katie beats the count - conditioning program paying off as Holmes proves resilient. Cox on the pounce - attacking Katie along the perimeter: Courtney weaving in low, snatching rights and lefts off Katie's waistline; looking for the vicious buggy-whip right to Katie's left ear. Bell: Holmes pursing her lips, shaking her head 'No' en route to her corner; Cox jogging back to her corner rejuvenated.

R6: Courtney making inroads. She's outjabbing Katie for the first time, spitting out a stiff double-poke and getting range inside Holmes' jab. Court snatching punches tight off Katie's ribcage and stomach - bright, small-mitt smacking noises as Coxie's tearing it up. Holmes scowling, shying away, hands outstretched: she's losing rhythm here, on her heels, getting herself body-punched for points. During break, BSE settles Katie, refocuses her on the basics.

R7: Katie regroups behind the jab - pinging away while pivoting left around that front (left) foot. Long, rangy poke - not always scoring, but Holmes keeping up a constant bombardment problematizes Courtney's approaches. Cox scowling, weight on back (right) foot as she parries punches, then rotating her torso forward and low to negotiate - but Holmes' wheeling footwork keeping Katie outside. Katie pulsing in the odd elastic right hand as well from the front foot - touching up cougar's delicate brow. Katie lashing at body as well: thick, strapping right/lefts off the jab, then a covering jab as she steps back - BSE corner enthusiastically supporting the body work as Katie starts to address Cox' reserves directly.

R8: Katie scoring liberally to Courtney's face with jabs, straight right hands: Cox starting to break down slightly under the constant nagging touch of these punches. Less aggression from Courtney gives Kate more opportunity to slide forward off her jab and strap the body - Holmes clapping away on Courtney's rigid ribcage, firm waist those long-limbed right/lefts in combination. Cox grunting, baring her teeth: Holmes not heavy handed, but thorough and very busy. On Courtney's rare penetrations, Katie's tying up very efficiently, not too proud to hold Court for ref's break. Body work has older girl cramping, and facial touches have Cox busting up through 8.

R9: Holmes pace, volume starts to take effect: Cox getting desperate to score, getting sloppy. Holmes ringing Courtney up that slick counter right uppercut off the back (right) foot, picking Cox up hard as she pounces in: Holmes jabs Courtney half a dozen times in succession to force her back outside, then smites her a clanging right cross to put her wobbly butt. Holmes stepping and pivoting, dukes loose at her chest - she's very much the aggressor here, leaning into hard leather. Cox hammered by slinging rights and tapping lefts - she's cut at the hairline, lumped up badly this round. Holmes eagerly pouring it to Courtney's midsection whenever Court shows earmuff: taller lass loping in, stroking right/left, then jabbing Courtney's forehead on the way out. Cox still making penetrations, but Katie's gobbling shorter woman up in clinches: Courtney frustrated, can't get her work done. Bell: Holmes makes hard eye contact; Courtney shabby with punishment, slightly wobbly butt en route to her corner as her own conditioning comes to the rescue.

R10: Holmes buries Courtney in punches - pouring out that steady drumbeat, pivoting 'round that lead plant foot. Cox hands up, wrists crossed at times, trying to ward off punches: she's taking a terrible pasting now as Katie's pace becomes decisive. Holmes punching relentlessly to Courtney's face, blacking her eyes, working on that cut - then she swings away to gut whenever Cox covers up. Courtney proud, combative - occasionally flurrying back to score on Katie, forcing Holmes back outside - Katie loping out of range, easily reassuming control with her jab. Fight ends as it began, with Katie wheeling left, punching Courtney's face with either hand off the front foot. UD10, Katie Holmes.

After: Cox well and truly busted up - she's discouraged, wincing as cornermen tend to her hurts. Holmes jubilant - very professional performance shows off her newfound stamina: she simply outboxed and outexecuted a very difficult opponent tonight. "Conditioning has been the missing piece of the puzzle for me," Katie beams in postfight. "I'm never going to be a KO artist, but I feel I can wear girls down now in a way I couldn't before. You execute at a high level, for 10 rounds, and you maintain a constant work rate - most girls can't handle that. I broke Courtney down with pace tonight, and there's plenty more where that came from!"