Before: Bell with physical advantages in this matchup, but Hunt one of the best tape-students in the business - Helen's done her homework for this fight. "I had been training for Zeta Jones when Cat upped the ante," says Helen, "so I'd already done a lot of the necessary ground work. It's no secret Jane Krakowski's really mapped out the way to work on Bell, and I'll be adding some of my own special touches. I'm going to set Cat back in this fight. Hard." Bell in dark tinted leopard print bra and panties, Hunt in classic black bikini, twist tied top.

During R1: Relaxed opening, girls loose - Cat stepping in the jab - Hunt closing her stance, rolling her shoulder as she slidesteps back and DROPS BELL WITH A COUNTER RIGHT HAND! Hunt selling the fade, bends suddenly forward behind a slinging, partially screened right, nailing Bell full on the jaw, twisting the brunette sideways and putting her on her buttocks in absolute shock! Bell's face shows the disappointment - she punches the canvas, gets wonkily to her feet and firmly nods her head as the ref rubs her gloves. Glorious beat down follows from a surging Helen Hunt - blonde gets her shoulder on Bell, stands her up against the ropes and gets after it with crisp, tight little strokes in close - Cat concussed, not punching back - she's covering up in pain, letting Hunt wear out the belly, ribs and jaw in hammer-handed fashion. Bell staggering to her corner for the break - Hunt giddy with early triumph.

R2: Cat sucks it up, shakes it off, and shows composure. Bell shooting the jab from a high guard - Hunt with the right hand cocked at her chest, left hand low, points that left shoulder at Cat and looks for more counter punching opportunities in a tactical second. Cat sharp, bringing her hands back quick, controls her blonde for points this round.

R3: Hunt very crafty with her angles, smoothly sliding in off Cat's left shoulder, stepping right and dropping that sneaky right hand over the brunette's jab. Bell headhunting and it's costing her - Hunt very adept at using her shoulders or body lean to deflect blows, and she's catching Bell in the breadbasket, jugs and teeth with an assortment of clipping, drifting lefts and rights. Bell busy but out scored this round - looking a little scuffed up around that left eye.

R4: No doubt about it - Hunt's got the right hand on Bell. Helen throwing it selectively, but landing it at will, timing it sweet over Bell's extended left and putting discomfort on the statuesque brunette's face. Helen crowding more this round, clinching for breaks - utilizing clever punch and clutch to frustrate Bell, walk her backwards, slow the tempo.

R5: Helen fades to the ropes, sets up all supple and loose, rolling with Cat's punches, scoring clean counters to belly, breasts and cheeks, then tieing up around the ribcage. Midway through, Hunt slipping punches, eases her shoulder into Cat's chest, nudging the brunette back, then pulls away to allow Bell to fall into a jarring right uppercut on the inside that puts wobble in brunette trunks. Bell holding on in the last minute - Helen's chopping her up, getting work done, and taking a big lead into the second half of this fight.

R6: Bell with grim determination on her face - comes out pumping the jab, forcing Helen into a defensive posture at the ropes. Spearing right hand flat on the gut shakes Hunt at the knees - she cranes forward to clinch but Bell's not having it. Rampaging barrage to the stomach as Bell pumps her arms back and forth - Hunt beaten back up against the ropes momentarily amazed and a sudden hook on the teeth, right hand on the eye has the blonde stupified! Hunt stumbling to her right - Cat stepping with her and HEAPING on the beat down - Bell shifting her weight from one foot to the other as she mauls Hunt with vicious lefts and rights - clean connects shattering off Helen's skull as the girl edges dreamily into the corner. Hunt out on her feet, right hand at her side - left hand pushing stupidly against Cat's chest as Bell hammers away to the face and THE REF STEPS IN! TKO6 Catherine Bell.

After: Cat still spitting as she stomps away, leaving a battered Helen Hunt senseless in her corner. Bell just refusing to lose, getting bamboozled by Helen's jedi mind tricks, but in the end - there was a will, there was a way. "I have to keep reminding myself that these girls can't take my punches," says Bell in postfight, "Sometimes you just have to come out, move your hands, and put a girl down. It's not always rocket science."