BEFORE: Showdown between two of America's hottest young starlets: lightly built frames atop springy, strong legs. "Gonna be a good scrap," Olivia says, eyes dancing. "Annalynne got a real boost when she ran down Lilo, so the first thing I have to do is take her confidence away. Once I've got her doubting, I'll pick away at my leisure." Annalynne scoffing...and confident as predicted. "I can't wait to get my fists into Olivia," McCord admits with a smile. "Boxing can't have to 'it' girls, and brother - I am IT. Olivia's going to have to get used to table-scraps - 'cause I'm hogging this space. No way I'm letting Wilde butt in."

Olivia in athletic navy bikini with sporty bottoms/bra style top; hair back in tight short ponytail; small black work out gloves. McCord in pink bandeau bikini with ruffled top and bra strap support; small black work out gloves; blonde curls loose.

During R1: Quick n' classy cut and thrust boxing - girls circling springy, taking turns darting in and out, poking each other jabs. All even till late: Olivia hooking McCord's chin tart, has blonde staring: quick follow-up pasting of lefts and rights swats the taste out of Annalynn'e open mouth, taking a close round.

R2: Annalynne scowling, back in charge with her jab. Springy steps and feints as leggy blonde rotates clockwise around her poke. Wilde parrying, turning - not taking a lot of damage; taking a look at Annalynne's form.

R3,4,5: Three beautifully boxed rounds by Olivia. Footwork crisp - Oli shifting clockwise, darting in and out...Wilde's not ashamed to step out and walk around to reset. Wilde stitching quick jabs to Annalynne's body - playing touch-and-go: McCord often left snarling, swatting back late. Wilde hooking chin as she pivots left - palm-down delivery swift, clouting - McCord startled upon receipt. Wilde flashing a sudden, ringing right hand - scoring to Annalynne's face: blonde girl left staring, blinking as Olivia treats herself. McCord disorganized, reacting late - she's taken completely out of her gameplan by Olivia's crisp execution through 5.

R6: Wilde outboxes Annalynne again, but McCord establishing a whacking, rangy left hook to Olivia's waist that has Wilde wincing. Annalynne's body blows remind Olivia to do some digging: final minute sees sinewy lasses taking turns dipping in over left (front) feet to rip rigid left uppercuts to taut tummies and torsos.

R7: Annalynne dips, digs left uppercut to Olivia's sternum: Wilde cramps up. AM clips hook across bridge of Oli's nose, then tucks hook in behind Oli's right elbow: Wilde groaning, hurt for the first time tonight. McCord enjoys a minute of one-sided, long-limbed lathering success - battering Olivia pillar to post, raking her over, pasting her at ropes and DROPPING HER TO ALL FOURS. Minute-thirty mark, a battle-dazzled Wilde's down and panting - Annalynne crowing, doing her pantomime of changing gears in a car as she clowns her foe. Deep-breathing 8, Oli Wilde: she's stone-faced, advancing off ropes to compete as grinning Annalynne's wading in. Vicious, tearing slugfest ensues - girls toe-to-toe, teeth bared, letting hands go. Leads to THREE knockdowns of McCord:
1.) Sharp palm-down hook; AM's back (right) knee buckles, putting her briefly down...
2.) Furious Wilde digging amidships has Annalynne groaning, reaching to clinch: Left uppercut/left hook swivels AM's curly noggin, dropping her woozy to all fours...
3.) AM backing away late, looking dazed and punished...Olivia stalking with stiff jabs to the body, stiff straight right hand to the body, then hopping in the short, palm-down hook to chin, stiffening AM's legs and sitting her down all curls a-bouncing.
Crazy 10-8 round after knockdowns and powershots cancel out - Olivia.

R8: McCord proves a scrapper. She's back working behind her jab, forcing Wilde to be the stalking aggressor. Olivia coming forward, frequently impaling herself on Annalynne's stiff left jab.

R9: Wilde continues to press, jabbing-with to get close, then snatching hot left hands off Annalynne's body. McCord grimacing - rangy, sinewy blonde stooping forward, pushing Olivia away even as AM's trying to edge backwards. Olivia licking her lips, face SO intense: she's all about getting close, scouring Annalynne's sensitive ribs.

R10: Annalynne's legs prove troublesome: Wilde looking to close and outwork McCord, can't get AM to cooperate. Some booing as Annalynne scampers around, but it's the right thing to do. Wilde not cutting off the ring, showing a little impatience, loses the 10th en route to a good UD10 win.

After: Classy, satisfying win for Olivia Wilde. Dynamic 7th round probably the round of the year thus far as Wilde stormed back off the canvas to steal Annalynne's best round away from her. Critics still looking for power from Olivia: biting power enough to startle girls and knock them down, but Annalynne able to rise and be competitive even after eating the best that Wilde had to offer.