BEFORE: "No. No way," Larter states emphatically, when asked if Brit belongs in that group of sport-class hardbodies consisting of the likes of Larter, Biel, Durance, Cuoco and such. "Brittany's in shape, but she lacks class, heart, and brains. I won't have her horning in - Brittany Daniel is second-tier, and I'm making sure she stays there." Daniel scoffing at any suggestion she's not an elite fighting celebrity athlete: "If I want into their club, I'll just kick the door in," Brittany grins at podium. "Ali WISHES I didn't belong, but fact is, I'm the place where wishes go to die. Gonna be a hot, hard lesson for Ali in this fight: Brittany Daniel is all that...and a hell of a lot more!"

Ali in black bikini; small black gloves; hair loose n' wild. Brit in leopard print underwire bikini top; low-riding black velour work-out short-shorts with drawstring (so hot that women members of Gold's gym in L.A. have banned Brittany from all locations); hair in tight french braid, small black gloves.

ASIDE: Daniel reportedly engaging in bare-knuckle body-punching sparring sessions with former fitness queen Annette Milbers for this fight - contests so vicious and punishing that both girls were said to be laid up for days at a time thereafter.

R1: Short, sharp exchanges as girls stay compact, get off and crouch down in rapid-fire turns. Midway through, Daniel clipped a hook - she sputters away hurt, covering up earmuff. Ali takes Brit to ropes, punishes her: impossible for Daniel to get off or tie up as Larter imposes brutal will down the stretch. Bell: smouldering eye contact from Ali letting Brit know what time it is.

R2,3: Similar stuff - extraordinarily intense exchanges as girls erupt from crouches, try for tight, hard hooks or right hands, then cover up and crouch down in anticipation of receipt. Vicious stuff - hard punches bouncing off muscular shoulders; digging into solid ribs; ripping up six-pack abs; skidding off blonde scalps. Small mitt impacts sounding out PIK! PAK! PEK! Crowd oohing and ahhing at the breath-taking contact. Close rounds - both women pushed - but Ali just a shade busier, bossier, getting her way just a bit more.

R4: Same slamming, vicious punches - such tight, professional-looking power strokes from secure crouches. Daniel clipped and hurt again by hooks midway through: Ali digging tummy, then coming up top to hook chin, staggering her foe. Brittany alarmed, shook - she backs to ropes, forms up earmuff and takes it sick to the body as Larter squares away. Bell: Ali pushes weight on Brit to stack her up, forcing smouldering eye contact; Daniel shaken, but pushing Ali off to let her know she's unbroken.

R5: Bitter battling - girls in close with heads and shoulders, taking turns just a-rippin' hooks, uppercuts, crosses. Ali steadily beating Brittany backward: Daniel landing thick to body, occasionally bouncing something useful off Larter's head, but Ali won't be denied. Larter grim-faced, leaning in close behind her shots to get body, buns, back and legs into compact blows. Blunt Larter punching gets the better of Brittany: Daniel once again ropebound down the stretch, covering up earmuff, trusting her super-conditioned body to soak up Larter's work. Bell: Larter pushing up, making Brit take weight; Daniel shoving Ali off, baring teeth; ref moves in as proud tempers flare.

R6: Brittany outworks Larter for the first time - still essentially brawling toe-to-toe, shoulder-to-shoulder, forehead-to-forehead, guard-on-guard. Snug bump-n'-slug employed by both - Daniel snatching either hand across Ali's waist; putting a shoulder in Ali's chest...Brit backing Larter to ropes for the first time. Measure of revenge for Daniel: she squares away, working Ali over via thumping, tidy work to flanks, waist, and arms. Bell: Brittany banks insurance, drawing howl of protest from Larter. Ref pushing brawlers apart as discipline breaks on both sides.

R7: Bitter, hard-punching, tightly configured brawling continues. Punches bouncing off hard bodies - girls fighting with intense faces, bared teeth. Scoring blows to the body so thick and succulent - small gloves denting super-fit abs or rib-flesh as girls cringe in behind their mitts. Ali working Brittany to ropes, striving to keep her there. Fight consists of Daniel's attempts to break out - slugging Ali back a few steps, outworking her in spots only to be forced back ropeside and punished. Bell: Ali banks insurance - evil hook dug deep behind Brit's right elbow. More hard feelings as Daniel lashes out, scoring on the ref as he's jumping in.

R8: Crowd on it's fight: this is sustained, withering two-way punches from well-conditioned women who simply won't give in to each other. They dig and bump, rub and slug for position and supremacy in close quarters. Ali steadily forced backward, beaten into ropes: her turn to attempt slugging breakouts, pushing Brit back in spots, but ultimately pinned back down. Brutal stuff - both women landing such succulent dip-n'-dig left hooks thick on the waist that ringsiders wince in sympathy. Bell: both girls anticipate the other's attempt to bank insurance - both keep punching, forcing ref to push 'em apart.

R9: Ali's turn. Head to head bump n' slug, girls panting and slugging in ripping give-and-take. Larter works Brit to ropes, using left shoulder and extended left elbow to nudge and prop Daniel. Brittany mounting break out attempts against the line in the canvas being drawn by Ali: Daniel creating bulges at times, but unable to reverse or get to midring. Gorgeous, muscular brawling: both women's glistening physiques working like perfect, humming hurt-machines through 9. Late punching? Of course: nobody's stopping until ref enforces bell.

R10: Brittany landing a sequence of tight right hands jaw/body/jaw...she backs Ali to ropes and punishes her as Larter forms earmuff. Larter slugging back in spots, landing hard with no visible effect. Daniel sliding her left arm in under Larter's right, putting left shoulder into Ali's chest and stuffing her body full of short, plugging right hands. Larter grimacing at this shoving body attack: Brittany's lips tight as she's ramming home - that right arm shredding up like she's curling heavy weight. Bell: Brittany still jamming away righty - ref pulls her off, reads her the riot act as Larter's shouting in protest. Comes back UD10 - Ali Larter.

After: Daniel in her corner - still seething, combative as gloves are removed. Equally seething Larter approaches, frowning...and extends a hand without a smile. Daniel hesitates, then shakes hands without warmth: it's just acknowledgment from Larter - not acceptance. "I beat her butt, like I said," Ali says in postfight - face puffy, ribs glowing pink. "I'm better, but Brittany is strong - better than I thought. I don't think Biel or Cuoco can handle her, so she's a legit threat - to them at least."