Before: "I'm a whole lot more woman - and fighter - than Robin Meade," Denise snarks, downplaying Rinna's impressive showing over the hard-punching news-cutie. "I'm bigger, curvier, hit harder - Lisa's in good shape, but she's not built to take a Denise Richards pounding. Then again, who is?" Rinna rarin' to go: Jenny O'Dell's new poster-girl anxious to stay busy, stay successful on the beach. "Denise is rough, and she IS one of the strongest girls out there. But I'm just as tough, and I'm ready to go toe to toe with her. I've never thought Denise's heart matched up to her body: once we get to diggin', I think she'll see it's not all about beef!"

Denise in vivid teal bikini; white gloves; long blonde hair all beachy-tangles. Rinna in bikini with broad pink and white horizontal bars; white gloves. Outdoor Malibu venue - ringposts set up directly on sand; bleachers forming U around the ring (seaside open).

During R1,2: Lisa setting traps - walking D into the jab - fading her - walking her into hooks/blunt right hands as Richards takes punches to get into position. D answering back - thumping away clubbing rights and lefts at chest, shoulders, head. Rinna dippin' and diggin' a stiff left uppercut to midsection, winning grunts from D: Richards angrily bashing at flanks in reprisal as Rinna covers up. Denise buffetting Lisa off stance at times, but overall control, volume, and accuracy gives Lisa both rounds.

R3: D clubbing her way into Rinna - bashing lefts and rights beat apart Lisa's guard, leave her staring for crashing rights upside the head. Rinna stamping in sand, badly rocked: she stumbles about in earmuff - Denise walking her down. Richards baring teeth, eyes blazing...OH she's loading up, belting Rinna righty. Lisa stumbling about, hands at temples; she's not punching back - she's just trying to keep back clear of ropes so D can't swing away full throttle. Bell: Richards crowing to crowd, pounding her chest - she's feeling beefy.

R4: Determined, disciplined paunch-pounding by Rinna eats up Denise's aggression. First minute - Richards wading in, wailing away blockbuster lefts and rights. Rinna giving ground in sturdy earmuff, crouching to receive shots on gloves and shoulders...slowly but surely, she starts snatching at Richards' curvy body. Middle minute - Rinna really having an effect...still giving ground, but scoring effectively off the block, bouncing either mitt tidy off Denise's advancing midriff. Final minute - Richards mouthbreathing, slowing: Rinna starts coming forward - hooking the midsection; crossing the chin; cleaning up hooks on chin to drive Denise back. Richards a stunned beauty at the bell - hurt and staring into punches as Rinna imposes will.

R5: All Lisa Rinna. Richards discouraged, not aggressive: dukes at temples, she's shying away to her right, pouting behind her mitts. Rinna jabbing guard to keep D's hands up, then whacking that waistline gaudy right/lefts. D cringing, backing away - she's sliding along ropes, feeling sorry for herself. Rinna hooking off the jab, claiming against jug: Richards groaning, staggers into her corner with stricken expression. Jailbreak, Lisa Rinna: she squares away, taut body tense with slugging effort as she sets and lets hands go! Withering beatdown administered - Lisa pursing lips, keeping elbows in, chopping away tidy lefts and rights to Denise's tummy, tits, chin. Richards slumping to a seat on turnbuckle, guard wilting - she's already blubbering with quit when ref jumps in to halt the carnage. TKO5 in pumping fashion, Lisa Rinna!

After: Rinna pours it to big bad Denise, recording her second straight Malibu win under Jenny O'Dell's banner. "Cougar Beach is in good hands with Lisa Rinna," Jenny O'Dell beams in postfight. "Not gonna get any easier for Lees - I'm committed to making the best fights I can on the beach, and while Lisa's winning, she's going to be part of that. I'm always talking with Jenny McCarthy to see if she wants to risk Rinna, because I think that's a great body match up - but even if we can't pry Jenny away from PPV long enough to get her beat, there's a ton of girls out there who are anxious to strut their stuff."