Before: Snow moving 5 lbs north after her failed bid to upset Leighton Meester...mistake? "I know Minka's fighting well right now," Snow admits, "but I think her style is going to play to my strengths more than Leighton's does. Kelly comes to fight - you don't have to guess where she's going to be. Minka's a girl who'll take a shot to give one, and if I'm hitting her, I've got a great chance to beat her. Plus, I haven't seen anyone go to Minka's ribs yet: I will." Kelly on an unlikely hot streak - string of whacks over ho-hum comp makes her the hot hand coming in. "I'm hitting hard, and hurting girls," Minka says at podium. "I expect to do the same on Brittany. She's sturdy, but she's a flyweight. She mixes with me, she's definitely gonna get hurt."

Minka in baby blue t-shirt twist tied up under left breast to reveal tummy; baby blue bikini bottoms; white sneakers/rolled down socks; white gloves; perky ponytail with curls framing face. Brittany in pink tshirt twist tied up under left breast to reveal tummy; pink bikini bottoms; white sneakers/rolled up socks; white gloves; bouncy blonde curls loose.

During R1: Minka stepping-to - she really sets herself strong, planting on left leg, pushing off right foot to lead a straight, stamping right at Brittany's head. Stepping and delivering so suddenly sets Kelly's buttocks shimmying in a tight side to side shake: that's good punching. Minka's chin up, there to be countered - but she's so committed to driving forward, Brit can't get off. Snow eating rights, driven back, clocked the hook as Minka hops forward. Overpowered, Brittany moves to her right: Minka sideswipes hook to breasts, cuffing at pink Tshirt like a champ. Step-and-poke right hand punches Brittany's face back - she's on her heels. Constant hopping and stepping pursuit from Minka - quickly walking Brittany down, driving in with that pulsing right, then turning over palm-down hooks: brunette piling up clean, clouting blows on her blonde. Late the round - another pounding lead right punches Brittany's head back, loosening her knees: Snow falters into ropes, blinking in distress. Minka finishes up strong, hooking Brittany's bare tummy as blonde sits in ropes to soak. Pretty smile Minka at the bell: she loves to punch.

R2: More Minka. Same again - head up, planted stance; hard driving lead right followed by crisply turned, palm-down hooks at Brittany's head. Snow trying to trade early, simply beaten to punches or outgunned: blonde girl slugged out of her stance, then walked down. Snow walking to her right only to be hooked across her jugs: Minka gathering Brittany in with the wide left, then driving the straight right to face. Snow lumping up nicely, but firming late: she digs tart hooks to Minka's ribs, testing brunette resolve for the first time. Kelly's advance finally halted: Brittany able to hold a line at last, trading hooks and right hands in banging toe-to-toe trade late.

R3: Midring - both girls set down to slug: tense standoff as each tries to time the other for the same stiff, stamping right hands. One misses, the other hits - it's patient, poking stuff - both girls landing flush single shots. Brittany being very brave - taking Minka's punch, and answering: Snow mixing in hooks to Kelly's available chin by the second minute. Kelly's pretty face intense - concentrating on timing Brittany for power: by the final minute, brunette determination starts to push back blonde defiance. Snow out-hit down the stretch - pretty blonde face shiny from a steady beat of brunette fists.

R4: Snow still flat footed midring, but she's pumping the jab - pre-empting Kelly's plugging lead right. Snow pivoting left around her poke, then sizing Minka up for workmanlike hooks to chin: Kelly starting to pose for shots here as Brittany's getting good looks. Right hand starts to drop for Brittany - beating Minka's to the mark: Kelly's head jerking back at regular intervals as Brittany gets rhythm. Down the stretch - Snow dips in close, tucks a short left hook in behind Minka's right elbow: gasp of pain Kelly, pretty face tilted up, eyebrows frowning, eyes shut, lips parted. Brittany able to move forward, hooks Minka's ribs again, then hops in a hook to chin: Kelly staring, stumbling back on her heels as blonde takes initiative! Minka a confused beauty on the apron: Brittany steps-to, lands a series of short, ripping hooks to ribs and ear, methodically punching Kelly along ropes to her corner. Bell: Snow whirls away with an excited grin; Kelly visibly upset, hurt to head and body both.

R5; Brittany rejuvenated - upbeat: Minka looking grumpy in comparison. Snow scooting to engage - quick brace of jabs has Kelly covering up awkwardly, exposing her ribcage to Brittany's vicious little hook. Snow ripping at Minka's torso via the hook, then muscling in a straight right up top to drive Kelly back: Minka hits ropes in wonder as blonde storms in. Brittany sets up strong, pushing her head between Minka's mitts, getting after Minka's tummy: torrential blonde hup-hup bounces off Kelly's breadbasket, beating her breathless. Snow energetic - reaching under Kelly's arms and driving her upright into ropes: Brit wriggles clear and keeps punching. Pushin' and a-sluggin' - Brittany on Minka: Snow just in constant motion, getting after Kelly hip to head. Minka exposed as a defensive novice: standing around in a stubborn earmuff when she should be clinching or rolling. Snow piling up damage - she beats Minka thickly about hips, ribs, jugs and head. Bell: Kelly frazzled, blinking in stupor; Brittany jogging back to corner all sunny.

R6: Minka pushing forward, but she's getting TAGGED to face as Brittany falls back in good order. Snow's eyes wide - she knows she's landing well: she turns at the ropes, allowing a shellshocked Minka to stumble-in face-first. Minka raggedly righting herself, covering up earmuff...crying out as Brit edges in to hook those ribs! Snow in close, but not smothered...OH SHE'S RIPPING HOOKS! Snow just popping her hips, getting off with snatching quickness - lovely strikes taking Minka in her body, wrenching cries of pain from her. Tremendous hooking barrage loosens Minka...Brittany finally chops in a short right to jaw, sitting Kelly spellbound into ropes. SNOW'S ALL IN! Brittany POUNDING furiously at Kelly's chest, beating the Tshirt meat...and KELLY BRAWLS BACK! Minka going out, but willing herself to punch: she catches Brittany that short palm-down hook, then a right as blonde's wide open. Rocked, Brittany keeps slugging - bouncing a right hand off Minka's hairline, then planting a harder right to jaw. Roaring back and forth as Kelly fights off ropes: Brittany staying atop her, determined to dominate by the bell. Both girls still working late - ref moves in to break it up.

R7: Brit rushing in to engage...she eats Minka's stamping lead right hand as Kelly drives in. Minka's buttocks twitching side to side when she commits on those right hands - her whole body driving forward with curvy power. Snow startled, staring when Minka hooks her chin: Brittany's knees give a shimmy. Snow disoriented...right foot slides up parallel with her left - hands pushing out to keep Kelly off. Minka tight-lipped: right hand punches onto Brittany's cheek; left hook carves in on chin palm-down. Snow stutter stepping, blundering forward: Minka hits her another straight right, another hook: brunette just driving in with the short-arm power strokes, pounding away to blonde skull. Brittany stiffening as another right lands; Snow's head swivels as the hook lands flush to chin...she's down! Snow crashing to her back after a series of crisp, booming connects...she's out! Brittany blubbering on her back, hands up above her head - she just can't shake off Minka's sock. KO7 Minka Kelly.

After: Kelly charts another KO - but it's expensive: little Brittany got some work done in this one. Snow blown to her back by a naturally (albeit slightly) bigger girl, but signs of life evident: Snow exposing some flaws in Minka's game that better fighters will be able to take advantage of. Kelly upbeat, naming names in the wake of besting Brittany. "First off...Minka Kelly/Megan Fox is definitely going to happen," Minka smiles in postfight, "but I'll also be watching Elisha Cuthbert later tonight," Minka smiles in postfight. "She's a hard puncher like me, and that would be a great fight for both of us. Sophia Bush looks ripe for the picking...Scarlett Johannson. OH - what about that Hillary Duff? I'm feeling really good about my fighting right now, and honestly? I see me beating every one of those girls!"