Before: (call it 5 weeks after Minka/Bethany) - Kelly enjoying a little niche as a small-venue headliner - crowd-pleasing slugging victories over like-bodied comp has Minka earning a steady paycheque. "Big guns're here now," says Hilarie in prefight. She's the most accomplished OTH cast member - a lanky, sharp punching former flyweight champ: totally different geometry puzzle for sturdy Kelly. "From what I've seen, she's just a straight ahead chugger: I'm gonna take this girl's lunch money." Cast of OTH, including the trounced Bethany Joy in visible support of Hilarie: beating Minka's personal.

Hilarie in pastel blue bra and panties; bouncy blonde curls; white gloves. Minka in pastel pink bra and panties; white gloves; brown curls in perky ponytail, bangs framing face.

During R1: Burton: right (back) heel up off canvas; weight on front (left) leg; left jab pumpin' early. Hilarie having no trouble locating Minka's face via the left hand: spanking connects touching Kelly up. Minka forward: head up, elbows out to either side, hands palm down - she's looking to step-to, poke the lead right hand to chest or face, then turn the hook over. Burton reading it well - the occasional right lands light, but she pulls back in advance of the follow-on hook, making Minka miss. Rotating left, Hilarie able to pinpoint Kelly's face with constant, stiff, effective jabs: Kelly facing into it, bravely forward, but getting pasted for points through 1.

R2: Similar stuff: Hilarie fighting in forward aspect, using her legs to motor clockwise; keeping the jab in Minka's face. Kelly pushing forward, but having trouble setting her feet: Hilarie begins deploying right hands at minute mark. Stinging connects: Kelly taking her hardest punches in 3 fights: Hilarie's eyes bright as she bends in and rings it up righty. Patient, pulverizing pokes buckle Minka's legs: she's hurt, face concerned, hands reaching to clinch. Hilarie hard-hearted: she edges in close, picking Minka up the left uppercut to chin, then shouldering her backward: Kelly wobbles to ropes, eyes blinking, lips parted. Hilarie strides forward, setting feet wide: she swipes the wide hook, then flicks the left jab, then turns over the vicious right hand: Kelly sitting in ropes, hands up, palms out: she's a helpless beauty. Strafing runs for Hilarie: she's able to get off rangy, reset herself, keeping distance so she can get off straight lefts and rights. Minka battered - punched on her face and shoulders: curvy legs hold her up as slender Burton shovels it on. Bell: Burton's eyes gleaming as she looks things over: Minka stunned, nose bleeding - she'll drop a 10-8 without the knockdown as Hilarie dominates huge.

R3: Minka swelling badly about the eyes, but pushing forward: she's stepping to Hilaries, pawing the lead right hand, trying to range-in. Burton rotating clockwise nice and easy - long legs loping, turning her girl midring. Cruel blonde jab pounding at swelling brunette features: Kelly sleepy, facing into it, stubbornly forward. Midway through, Burton cruising when she's suddenly caught a step-in lead hook to chops. HILARIE'S SHOOK! Burton stepping in a fence post hole, blinking in astonishment: Minka steps in a straight right hand to the midsection, punching palm-down into slender blonde torso. Hilarie groaning, reaching to clinch: Minka lowers her head, churns her shoulder, pumping rising lefts and rights in robust fashion to Hilly's hurtin' ribs. Burton backs off, mouth wide open: Minka steps-to, poking a succession of straight jamming, palm-down right hands, driving Hilarie to ropes. Kelly cleaning up late - leaning in to beat the body: Burton ashen faced, arms crossed against her midsection, turning her left flank/hip to Minka to offset the punishment.

R4: Burton back to basics: clockwise loping rotation; stiff left jabs to Minka's punished face. Kelly a little trooper: head jolted repeatedly as she works forward...she's having a hell of time cutting off the ring on Hilarie. Kelly punching her straight lead right to Hilarie's chest - Burton leaning away from the predictable left hook chaser: Minka's coming up short. Burton in command: she stabilizes her front, touches Kelly up - poor Minka's really busting up through 4.

R5: Same again: stubborn, plucky pursuit from Minka: cagey, wheeling stick-and-move from Burton. Routine boxing until late: Minka hops in, catching Burton a straight right on the mouth; turns over that slightly swinging, compact hook to jaw: Hilarie's legs lock up stiff - pitching her sideways and DOWN TO HER LEFT HIP! Burton rolling to her back, well and truly struck: crowd roaring to it's feet as curvy brunette suddenly delivers. Hilarie up, but shabby: frightened blinking eyes and wobbly legs during 8 count. Minka stomping forward - right hands poking stiff at Hilarie's chest; vicious hooks winging at her head. Burton covers up, bends at waist, rolling her torso to make Minka miss. Kelly lowers her hands, pumping underneath to beat the body in response. Good shove-and-slug from Kelly to close out the round: Hilarie groaning, hugging her ribs at the bell...Late hit Minka! Kelly snarling, slams a right hand into Hilarie's back as the blonde is partially turned to the side - bringing the ref in hot.

R6: Minka's pursuit relentless...and effective: Burton mouth breathing, legs loose - she's no longer crisp with the pivots. Minka driving in off that back (right) foot - pounding right hands to Hilarie's mouth or chest, straightening her, then spooking her with whistling hooks. Burton scattering, knees buckling as she backpedals: Minka much sturdier, hopping in, setting herself and getting off with leverage. Right hand clips Burton as she's trying to pivot-left: legs give way, pitching her backward and to her left, draping her in ropes. Minka hops forward in her stance, stooping to drive in a straight right, palm-down to midsection, then tipping torso-right, pulling that winging hook crisp and clean to Hilarie's jaw. BLONDE GIRL DOWN! Burton's long legs stiffen up - she twists parallel to ropes, crashing to her back all chin-checked and helpless. Chalk up another OTH veteran: that's KO6 Minka Kelly.

After: Kelly beaten puffy and sore, but she's just delighted: her toughest test to date sees her track down and exploit a classy blonde's well-known fragility. "She was fast and shifty," Minka explains in postfight, "but she couldn't take my pressure. I'm learning that girls don't want to trade with me toe to toe. And when they do? That's usually when I clip 'em!"