Before: Hathaway earning a nice payday off her stunning KO1 dismissal of brawny Navi Rawat - Anne very confident of putting up similar results against Katie. "Obviously, Katie's not built nearly as sturdily as is Navi," Anne notes in prefight, "I have to think my punching will shock her." Holmes not shying away from the challenge - has a different take on matters. "Anne's forgetting one thing," Holmes says in rebuttal, "she has to actually hit me the way she hit Navi to achieve the same results. I don't think that's going to happen. Rawat and I are opposite ends of the spectrum when it comes to ring generalship. Not taking anything away from Anne's one and only big win, but I think she's going to have a tough time lining me up for the same dose she gave Navi." Anne in bright baby blue bikini, neck loop supporting bandeau top; small white gloves. Katie stunning all by flourishing a GOLD bikini against tanned flesh and a slick, low ponytail long down her back; small black gloves.

During R1: HATHAWAY GOES DOWN! Both girls open with swinging right hands - Katie's connects - Annie stumbles to her right and clatters wide-eyed to all fours. Hathaway up quickly, but blinking - she's not all there when Katie comes a-callin'. SAVAGE attack at the ropes - Hathaway half-stunned - dukes up but disorganized: Katie POURING through with rangy jabs and crosses, jabs and crosses - POUNDING the Hathaway face. Anne facing into a terrible pasting - finally gets her head turned HARD by a right hand - Katie quickly sidesteps as Anne droops forward off the ropes and DROPS TO THE CANVAS! Annie rolling to her back - face crimped in anguish, elbows planted on canvas, hands up: she narrowly shakes off the KO to beat the count! EXTRA KATIE! Holmes' chest heaving, but she sails in - small mitts cracking out loud against Anne's head and shoulders as Hathaway covers up at ropes. Down the stretch, Holmes' pace starts to slacken - but she still lights Annie up a thrilling right uppercut, smiting Hathaway's cheek the follow up hook for good measure. Bell: Anne swaying in the wind: KATIE PONYLASHES HER! Holmes stern-faced post-lash, striding purposefully to corner - really filling out a Landry-esque gold bikini like a champ in the first.

R2: Anne resilient - shaking off Katie-clout: Hathaway pawing her jab, coming warily forward to open the second. Holmes slide-stepping back, tapping her jab, leaning into right hands: she's taking Hathaway on the chin, but Ann's walking through it now, getting accustomed to Katie's power. RIGHT HAND, ANNE HATHAWAY! Anne stroking Katie a mighty right to chin as Holmes is pulling back - KATIE SCOOTS TO HER REAR! Holmes blinking in shock, trying to push up off her hip and falling back to a seat - she beats the count at 8 but now SHE'S all wonky. Hurtin' beauties circle midring - Anne reaching in jab-to-tummy, then leaning in the right hand up top: Katie pulling away, sidestepping, issuing a don't-hurt-me jab to buy time.

R3: Katie showing a bit more leg now, a stiffer, snappier jab: this is what the BSE corner wants to see. Holmes pre-empting strong Annie, sidestepping her - Katie landing her ship-shape right hand to chin and not waiting for the receipt. Anne turning, pawing her jab, muscling the right hand over top: when she can get Katie backpedalling, Anne's able to step-with and pound the ribcage to some effect. All even till late: Katie reaching in a long, flicking jab to face, then body, then POURING in the right cross up top. Anne facing into the blow, gets her head tossed/knees buckled - she's stumbling around wobbly-butt as Katie lopes away, looking things over at bell.

R4: Holmes stabilizing Ann, turning her midring - Katie working behind a stiff, swift jab, chest and face. Anne turning, grumpy - she's late on receipts, often punching from poor positions as sideteppin' Katie turns Hathaway's flank. Holmes will step right, pinging out a little knock-jab - just to keep Anne from getting off. Katie will spear the jab before coming forward, or snap it out tart when pivoting to her left. Holmes not running - taking controlled steps and pivots, well within herself here. On occasions when Hathaway DOES close - Katie's clinching smart, backing into ropes with Anne snugly grappled. Anne needs to up the pressure or Katie will do this all night.

R5: Anne ups the pressure. Hathaway strong up the middle, jabbing to Katie's midsection and chasing her back with brawny right hands up top. Holmes vulnerable at ropes - standing face-in-gloves and absorbing thump to her ribcage - Katie clinching rather than let Annie run up the score down there. Stop and go fifth - Anne hounding Katie, walking her down, banging her flanks, then getting cuddled head-and-arm for ref's breaks.

R6: Katie won't be bullied - she boxes Anne's ears off this round. Jab darting, flicking, knocking, spearing - any move Katie makes precipitated by that educated left hand. Katie's legs dominating ring position - she's sidestepping around her hooks or right hands - knocking jabs against Anne smokescreen-fashion while moving. Holmes working in-and-out - jabbing first to freeze Annie in earmuff, then lashing away right/left lanky to waist; one more jab makes sure Anne's covered up as Katie's making her get-away. Breezy shutout Katie Holmes: Anne no longer rocked or buzzed by Katie's cross, but Holmes keeping Hathaway off balance and flinching.

R7: Annie won't be bamboozled. Strong body-ups and tackles answer Katie's class: brawling chest to chest, Ann's getting working done. They fight toe to toe at ropes - Holmes butting foreheads, gritting her teeth as Anne bangs away body and head. Katie staying covered up for the most part, but answering tart, licking hooks or left uppercuts in close - even curling a short right hand to Annie's breadbasket TUP! Not Katie's fight though - Anne happy to exchange, happy to bang out minutes in a phone booth: she gets a terrific look at Katie's ribcage as Holmes can't get separation.

R8: No question Katie's superior in space - she takes midring, pumps the jab, gets to steppin': everything falls into place. Anne turning, not coming forward is an Anne Katie can work with. Holmes not greedy - just getting her jab off, looking to place slinging right hands to chin or hip, then sidestep around. Whenever Katie can get Anne to earmuff up and crouch - Holmes will lash a strapping right/left to waistline, licking away pretty. Anne takes it all, but she's lumping up nicely: Katie keeps her distance, controls Hathaway through 8.

R9: Holmes dresses Anne up. Katie starting to get mean with her jab, focusing on Anne's left eye ala Portman and cruelly banging away: Hathaway starting to pull away, obviously stung. Katie stepping to her right, leaning in on adventurous right hands: she's stroking clean to Annie's chin, starting to shake Hathaway once again. Anne turning, pawing the jab, trying to load up right hands, but Katie not cooperating: Holmes scores her points, continues to dominate position as Anne's left eye swells noticeably at bell.

R10: Katie to midring, eyes hard - starts Anne out with a brace of stiff jabs while stepping left. Hathaway grunting, weight on back (right) foot, hands up: she's confused, not reacting well as Katie uptempos, puts jabs on body and face at will. Holmes scores, then steps right, pinging out that little knock-jab to keep Ann occupied, then STROKING the right cross as Hathaway turns into it. Deep knee bend, Annie: she's hurt - dukes at temples as she firms, tries to gut it out. Katie right/left to gut - getting in there all bandy-armed - she pivots to her right, screening Anne with the left hand in the face. BIG RIGHT HAND, KATIE! Hathaway clouted hard to jaw - knees buckling: she's standing stooped over, dukes at temples as Katie lights her up the outside-in right uppercut chaser. Anne coming apart - starting to stumble - Katie pivoting, lashing Annie right hands in back of the head as Hathaway stumbling past and ANNE GOES DOWN! Hathaway to her knees, face first in the ropes - crestfallen expression as she groggily tries to climb the ropes. Ann's up at 10 - ref doesn't like what he sees - stops it TKO10 for Katie Holmes!

After: Katie delighted, nibbling and knocking at her girl, touching and vexing until Ann started to break down - it's a classic boxer's late stoppage. "I hurt her right away - first punch," Katie beams, wiping at beads of sweat on her golden upperchest with a white towel. "We worked on that so much in camp: get respect. To tell the truth, I almost thought I'd stop her, but Anne IS really tough, so I got back to boxing - because the whole plan was to wear her down and control her late. I love that she quit, because this is a girl who really thought she was going to blow me away after Navi."