Before: Flockhart pulling no punches - calling Ryder a "terrible fighter with an unforgivably soft middle" in Celebrity Ring Magazine. "Feels great to be back," says a ship-shape Callista in prefight. "You know, when I left - I felt like I had Claire Danes ability at the lighter weights and I never got my due. I feel refreshed, and I think I'm altogether too much for girls like Winona. This should be fun!" Ryder fuming: Flockhart's supposed to be taking a beating, not running her mouth. "Maybe Callista didn't get the memo," Ryder huffs at the podium. "I'm the movie star in this fight; I'm the girl people want to see. Nobody cares about Callista's hopes and dreams - they want to see me get on track and start whipping girls like Kirsten Dunst and Scarlett Johannson. Well I'm almost there - just have to tidy up a few loose ends first. Like Callista." Winona in pink bra; pink boy cut panties; small black work out gloves; black boxing boot to mid calf. Callista in pale blue bra, grey stretch shorts; small black work out gloves; white boxing boot to mid calf. Ring instructions: when ref's done talking - Flockhart's left hand lashes out, tugging Winona forward by the back of her head; Callista plants a bruising kiss against Winona's hairline, then briskly turns away. Ryder enraged - fight delayed as ref has to calm spirited brunette down.

During R1: Ryder repulsed early: Callista upright, chipping a long left jab off Winona's brows. Scrubbing right hands follow - pasting Ryder's mouth; Callista frequently following up with a little stiff-arm left against Ryder's jaw, just to keep her occupied. Winona chases Callista for over a minute, then starts finding the mark with looping haymekers: Flockhart standing up tall, chin up high - she's making herself available to wallop. Hurt, Callista reaches her left hand into Winona's trunks-front, gripping and tugging that waistband to haul Ryder off balance. Yelping, Ryder scrambles to secure Callista's trunks with a similar grip - both girls tugging and wailing right hands, each taking turns ducking down to her right to avoid harm, then swinging back rangy. Almost like a hockey fight the way they tug and slug at each other: ref finally pulls 'em apart, reads 'em the riot act. Heaving chests, blazing eyes: Callista already sporting a mouse under her left eye from Winona's free-swinging right hands.

R2: Callista standing tall again, chin up high: when she gets her jab off and steps around Ryder, Flockhart's rangy-effective. Winona unable to jab-with Callista, but she doesn't have to: Flockhart's erect stance making her an easy target for looping power shots as Ryder leans in haymakers. Callista caught and rocked throughout the round, then recovering nicely to paste and chip away with rangy, straight punches. Ryder clearly landing the heavier blows takes the round, but she's scuffing up some under Callista's nibbling assault.

R3: More mutual trunk-tugging with the left hand control/right hand swinging - girls squealing, ducking away from each other's slapping wallop up top while maintaining a reefing grip in offending trunks. Ref working hard to break 'em up, telling the girls to stay off each other's trunks. Minute mark - Flockhart getting sloppy, shooting a half-hearted right uppercut from long range: Ryder lunging in, bringing a sweeping overhand right onto Callista's jaw to beats Flockhart to the punch. CALLISTA'S HURT! Flockhart staring, slender legs stamping - she's suddenly shabby, no longer punching. Ryder stays focused - stepping in with a wide, slapping hook to ear; leaning forward with a looping overhand right, catching Flockhart flush to face. Callista hard-smote - she reels backward, tripping over her own long legs to sit awkwardly into ropes. Seething Ryder screaming "GOOD!" when she sees Callista's distress - Flockhart snivelling as she tries to pull herself up the ropes. It's no good - poor Flockhart sputtering, dropping back down to her numb little buns again and again - 10 count passes her by as Winona gives a little shriek of pleasure. KO3 Winona Ryder.

After: Sloppy slugging from Ryder, but Callista cooperating with that upright stance and wide-open chin: Winona couldn't miss with power shots tonight. "I hammered her out!" Winona emphasizes in postfight. "She couldn't take my power. Serves her right for being such a tramp before - my gut's just as toned as hers, and my chin's a hell of a lot better!"