Before: "Are you putting on weight?" Grinnin' Lindsay taunts as Kate's on the scales in her cotton undies. Bosworth pursing lips in exasperation - constant bickering with Lohan over the last few weeks starting to grate. Flashback to first prefight press conference: "Kate can't touch Portman for a W, then step to me like I'm just the next notch on her belt," an angry-eyed Lohan said at the podium. "I punch like hell at this weight - Katie's never seen anything like it. Meanwhile, I saw Bosworth crank her hardest hooks on Natalie and Portman took 'em standing up, so I know Bozzy doesn't have pop. Bottom line: I see Kate getting hurt in this fight." Bosworth her usual cool self: Portman's in the bag - Kate's eyes focused on the whole BSE enchilada now. "Lohan's got wiry power," Kate admitted, "but she doesn't have the skill to land it on me. I'll outbox this kid, and when she's under my thumb, I expect her to look for my trunks, throw elbows - all that cheap stuff. That's the real Lindsay, and I'm ready for her. Once she throws that first low blow, I'll know I have her broken, and I'll roll her up." Lindsay in black bandeau with the sturdy bottoms and bra strap support; small black work out gloves; tidy beach bun. Kate in midnight blue padded-top bikini; small white workout gloves.

During R1,2: Leggy Kate using the ring, outjabbing Linds, outboxing her. Bosworth especially cute in the corners, luring Lohan in, bouncing off adjacent ropes while twisting and bending, then spinning 'round her frustrated foe: very cute, Lohan missing in bunches. Bos able to drop a pinging right hand off her shoulder as she's backpedaling - something we've only seen Sarah Carter do: disruptive to Lohan's pursuit. Lindsay wisely adjusting her sights, looking to land round punches to Kate's waist and ribcage - hammering that gamine chassis. Bosworth patiently chipping away on Lindsay's face - small mitts skidding, scraping, bouncing off Lohan's brows, forehead, chin as Katie pings away for points.

R3: HARD Lohan hook shivers off Bosworth's solar plexus: blonde bunching up in pain, legs suddenly frozen - Lohan takes over. Lilo scowling - extending her left hand to stabilize, then leaning into chop-right hands - smiting Katie's jaw, or hacking her above left hip as little blonde stumbles to her right. Lohan straight legged, very strong here, being the big girl - stepping to cramped up Katie and putting it on her rugged. Late the round, Lohan hooks her way into Kate's modest bosom, then stamps in a right to jug - Lindsay beatin' Bosworth's buttons to send a message, parting Kate's lips in shock at bell.

R4: Lohan starts again with robust, lanky lefts and rights curled up into the Bosworth midsection - shivering contact off sternum has Katie sluggish/cranky early. Lilo walking her shuffling foe down, jabbing with the left but also reaching with it to measure, then leaning into rights, back (right) foot turning over prettily with the leverage. Bosworth trying to crouch under, roll or block tart incoming. Lindsay loving it to Katie's body with jagged left uppercuts or hooks - really ringing up the Bosworth solar plexus - Katie pulling away in pain, doesn't like it one bit. Lohan on a romp late, lunging into rangy right hands, bouncing on her left foot as Bosworth awkwardly scampers away from contact.

R5: KATIE hooks Lilo to sternum early, surprising redhead: girls trade tart right hands from close range, then close-in hooks - Bosworth switching Lindsay's chin back and forth. SHARP brace of hooks as Kate steps forward on stunned Lilo - Bosworth compact, lashing with the shots: elbow in tight, torso twisting into the shots, lathering 'em with equal ease from the left foot or the right, her right fist held tight against her chest. Lohan on her heels, stamping to ropes: she's hurt, but not destitute, forming up earmuff and setting herself to withstand a volley of Bosworth body blows to waist. Lindsay scuffed up, wincing as she breathes - but she pushes Kate off, steps off the ropes, gets back to work. Kate doesn't press her hard-won advantage, actually letting Lilo work her way back into the round: Bosworth takes the points, but maybe lets a hurtin' Linds off the hook in the fifth.

R6: Monster hook catches Lohan walking in: Lindsay's knees bennnnnd, then straighten as she stork-steps forward. Bosworth eyes narrow, stamps in a hot right cross from her shoulder, splitting Lilo's raised mitts: hook to chin; hook to chin - LINDSAY SITS DOWN! Head toggled, Lilo staring into face-punches, gets dropped on her butt, shaking her pretty head in groggy disbelief. Bosworth strutting past, smirking down - deliberately being extra pretty en route to neutral corner. Lilo up but rickety - learning some respect for the quick-bite sneaky power of her nemesis. After 8: Bosworth more aggressive on follow up, more methodical, going after Lohan's trim midsection with a vicious intensity. 2 minutes on the clock - Linds at the apron, dukes up at her temples, elbows in tight: tough to watch her breaking down as Katie attacks in waves. Bosworth chopping at the waist, flanks and tummy - small mitts sounding out "PIK!" "PAK!" "PEK!" off Lindsay's shivering frame. Lohan's ribs and waistline subjected to harsh scrutiny here: every millimeter of toned torso questioned, tested, doubted, put under the microscope of Kate's rigorous attack. Linds drifting to her left along the ropes - Kate patiently stepping-with - maintaining her distance so she can extend on whippy shots: she's shredding Lohan, bell to bell. Poor, gutshot Lindsay pushing out don't-hurt-me one-twos - easily weaved by Kate, then answered a rifling straight right on the face, punching Lilo back into the ropes for more tummy interrogation. Break: en route to corner, Lindsay blinking back tears, trembling; Kate grinning into HMK corner, arms humming from the constant lather.

R7: Not a lot of fight from Lohan this round: body throbbing, face wincing - Katie able to stalk, pounce and regroup at will. Bosworth still showing plenty of respect - not going all-in: this is patient molesting from outside with a range-finding jab, then spurts of activity as Bos steps in, claws her combos, then steps out, eyes bright. Lilo firming, just getting her legs back: she blocks a lot of work, glaring in resentment as Kate romps to breezy shutout points. Hair slipping out of Lohan's bun, giving her a disheveled, rumpled look.

R8: Lohan back, and back, with a vengeance. Firm, strapping right/left to Kate's waist has blonde stooped forward, gasping. Follow up lathering of hooks-to-flank splashes against Bosworth's rightside ribs; Lohan lashing away with a snarl, her right hand at her hip as she torques supple into the business. Katie steps out wincing, looking to use leg: Lohan scowling, in hot pursuit as blonde seeks to deny rather than impose. Cat and mouse round - Lilo the aggressor, but spending a lot of time just getting into position to punch: Kate willingly throwing away the round to avoid dangerous collisions in a tactical 8th.

R9: Kate more willing to trade: hot flyweight exchanges erupt as Lohan eagerly engages. Good stuff: Lilo ringing right and left round punches off the head and shoulders of her foe, always pressing forward, even pushing or shouldering Kate off her stance. Bosworth flat footed, but nimble, sliding her stance, bending at the waist, edging her left shoulder into Linds, then hook-hooking her tidy amidships. Tart give and take - Lohan the busier and the heavier-handed hammers out the closest points of the fight.

R10: Gorgeous two way - crowd thrilled with the workrate of two slender, whippet-fit beauties putting their conditioning to good use late in a fight. Lithe stand and deliver - vixens taking turns raking each other slender-limbed combinations of hooks and crosses while the opponent bobs and weaves on the spot. Ripping chunks of tummy taken by both girls via supple, digging hooks: tight muscle bunching up under bitter contact as each girl gets in there with everything she's got. All even to the last round, then one girl pulls away: Kate Bosworth. Right outside-in uppercut catches Lohan, picking her up, buckling her knees. Bosworth CLAWING hooks - a brace of 'em rips at tummy, tits and chin, beating Lohan in a groggy semi-circle left as Katie cranks. Short, straight right hands punctuate the action, poking back Lilo's face, setting up fresh hooks: eerily similar late beatdown to the one suffered by Portman. Kate STRONG on Lindsay to the bell, just lathering her, hooking her senseless. Lohan face-in-gloves, wobbling and hurting, but refusing to give Bosworth satisfaction - every once in a while, Lilo's head lolls back off her mitts from crisp Kate connects. Redhead makes it to the bell, roasted by blonde punching: Lilo cringing, crippled in behind her mitts, still stooped over in guard. Kate embraces Linds around her arms - blonde nuzzling her nose into the loose hair above Lohan's right ear to whisper "I win." UD10 Kate Bosworth.

After: Lilo stricken, forcing herself not to cry as decision is announced, and Bosworth's happy squeals fill the air. Kate clapping, hugging her teamates - she cleans up Nat and Lindsay back to back, leaving both shivering and crying after hard-touch 10th rounds. "I knew I'd beat her," Bosworth confides, cool and demure. "I'm actually mad at myself that I didn't take her out - she was there for me a couple of times. Honestly, as big as Lindsay hits, I was more confident against her than I was going into Natalie. But with them BOTH in my hip pocket now - I feel great - really great: like I've just won a championship or something. They were both tuff, but I tore 'em up, just like I said I would." Natalie consoling a shaken Lilo, glaring across at preening HMK blonde: Kate's relatively nice as FCBA fighters go, but she's just made herself a couple of determined enemies tonight.