Before: Williams' hard campaigning, good performances and steady media assault have made this a super fight with number one contender status at lightweight hanging in the balance. "A lot of people favour Charlize in this fight," says Cat, "but I really think this is a competitive match up, and I'll tell you why. Charlize at her best is a tremendous opponent - but when was the last time you saw her at her best? Truth is, she's a spotty, very inconsistent fighter and the odds are she'll come in at something less than 100% for whatever reason and Vanessa will be able to take advantage. Experience gives Charlize more trouble than anything else, plus, Theron is limping into this bout off a tepid draw with the very average Tea Leoni, while Williams has been crushing superior comp like Duning and Larue. Maybe Williams doesn't have a 9th or 10th round in her legs anymore, but she'll be all Charlize can handle for the majority of the fight AND, and this is important, Vanessa is a puncher now. She's not carrying girls anymore - she knows she can't afford to play it safe and let the night get long, she HAS to jump on Theron and get her out of there. Maybe she can't stop Charlize with one punch, but she can get her hurt, and she just has to stay on that chin - Theron will go if you keep on her. People ask me: was Charlize ducking Vanessa? I don't think there's any doubt. At TE we have Williams no lower than 7 on our lightweight depth charts - she's dangerous and she's been there before. Theron's only fighting her now because she knows I can't ignore the winner, whoever it may be." Charlize in white string bikini, Vanessa in pale blue push up and panties, highlighted hair drawn back in low ponytail.

During R1: Girls at midring - Charlize with hands high, spiking a hard jab between Vanessa's eyes, controlling tempo, range. Williams has no choice - she closes up her stance, right hand under her chin, left at her hip, giving Charlize shoulder rolls and head movement to try to set up counter right hands. Rotating clockwise, girls stay tactical, Theron the clear aggressor behind a crunching stick.

R2: Vanessa has the timing down on the jab this round, slipping under it and answering back with smooth right hands on the chin that snap face on Charlize with crowd pleasing jolts. Theron walking through it, but bluster gets the better of her - Charlize connect percentage plummets as Vanessa stays low, backs up in good order, walks her blonde into zesty counter rights on the mouth, swatting hooks on the cheek, avoiding receipts with clever upperbody bobs and pivoting footwork.

R3: Williams looking like the old finesse boxer - no sign of the seek and destroy puncher as she continues to lure Charlize forward. Williams with her hands low and loose, stooped forward to give Charlize her head, but bobbing, slipping, making Theron miss and helping herself to tummy, tit and chin with spanking counters from either hand off the hip. Second shutout in a row has Theron a little baffled - she hasn't missed this much in a fight in a long time.

R4: More cuteness from Williams early - circling, shuffling backward, hands low, insolent head movement making Theron look ridiculous as she pokes jabs, shoots right hands only to miss over either Williams shoulder. Midway through however, Theron strokes Vanessa's cheek with a cupping left and drives in with a sudden right hand from the shoulder to put Vanessa wobbly butt for the first time in the fight. Williams stepping funky, eyes unfocused, and Charlize takes over. Jabbing Vanessa to the ropes, Theron gets back, using her forearms and elbows to shove Williams back with, then going to the body with straight arm hooks, trying the head with cuffing left/rights in tight. Vanessa cut in the mouth at the bell, eyes wide, legs uncertain as she stumbles to her corner for the break.

R5: Vanessa rights the ship, gets back to what had been working - the clever defensive movement, sharp counter punching, only she's more responsible with her hands, occasionally moving them up to her cheeks as she pivots to keep Charlize off balance. Theron stalking, having some success downstairs with those batting hooks, but still can't find Vanessa's elusive head as Williams walks the blonde into punishment this round. Theron shaking her head to announce she's not hurt at the bell - but Williams takes a slender lead into the second half.

R6: Charlize uptempos, challenging those aging legs opposite to keep up. Double and triple jabs start to crack home against Vanessa's eyebrow as Williams breaks down a little. Midway through, Charlize stoops forward, backhanding tit with her left, just tapping it and SAILS OVER WITH A BOOMING RIGHT! Vanessa scoots to her butt off the sucker punch - Charlize stepping across the girls outstretched legs and staring down with cool detachment. Williams up at 8, but she's no longer cute - she takes a seat ropeside, covers up and takes a beating over the final minute as Charlize bodies up, lashes at the sides and back of her opponent as Williams cringes forward. Big, discouraged breath from Vanessa at the bell - right eye looking angry, blood from the nose and lower lip, hurting to the body and she's been down. Charlize strutting it up just a bit, winks at Cat Bell en-route to her corner.

R7: Charlize in control. She's doing it with her legs, doing it with her jab, setting a blistering pace down the stretch and daring Vanessa to keep up. Williams flat footed, turning, conserving her energy, looking for the counter right hand but unable to pull the trigger with as much enthusiasm as she had earlier. Theron circles and concentrates on jabbing that right eye closed - mission accomplished.

R8: Charlize breaking her girl down methodically, professionally. With Williams' right eye a slit - Charlize starts to poke lead rights and follow up with biting left hooks - hammering away on the blind right side of Williams' head. Vanessa's skull getting bounced - she's not seeing the incoming and Charlize is snapping off the hook with her hips and legs behind crunching power.

R9: Williams continues to slow down, breathing through her mouth, body language saying "I'm beaten." She fades to the ropes, right hand at her chest, left hand at her thigh, giving Charlize the left shoulder to shoot at while she tries to slip the stinging jabs and right crosses from the blonde. Midway through, Williams finally gets it right - rolling with a Theron right hand, Williams launches off the ropes, slinging a slicing right through Charlize' chin to clap the mouthpiece off those pearly whites - THERON IS HURT! Charlize staggers back a step, gloves suddenly defensive at her mouth and Vanessa comes brawling forward, bending side to side to pull blockbuster lefts and rights into Theron's sleek midriff. Nice last minute from Vanessa Williams as she loads up, walks Charlize down and gives the blonde a good bludgeoning up and down both sides. Charlize wobbly butt at the bell steadies herself at the ropes before wandering to her corner.

R10: It's hammer and tongs as Vanessa gets the fight she needs, Charlize the fight she wants - they trade center ring, long, strong armed bombs as both girls are rocked sideways in vicious exchanges. All outside, all at power punching distance, girls just leaning in and trying to end one another - it's monster clouting at it's finest. Ebb and flow for most of the round as each girl scores, but down the stretch, a series of cupping lefts on the jaw, banging right hands on the mouth has Williams in a stupor. Vanessa stops punching, staring and helpless as she stumbles forward - Charlize avoiding the clinch, stepping back to create space and reefing at the tender ribs or vacant face with heartless hooks and crosses. Final seconds, Theron backs up to the ropes, then ducks in to sink a spearing straight right hand just beneath the line of Vanessa's breasts, wrenching a sob of pain from Williams as she falls in to clinch. Theron tied up but smiling at the bell as a ruined Vanessa Williams hangs off her for dear life. UD10 Charlize Theron.

After: Theron shows some class, consoling the beaten ex-champion with an arm around the shoulder and a kind word, sparing Williams the indignity of a walk in what may have been Vanessa's last fight. Cat Bell is nonplussed: "What can I say - Charlize fought a good fight, beat up an old woman, and got the W. Did she look that good? I don't know if you can say that, I mean, she didn't close the show, she looked amaturish early - it was the same old sloppy Charlize to a certain extent. I'm not just being mean here - I really think this was a case where Vanessa didn't execute and she lost the fight more than Charlize won it." Williams badly beaten, doesn't comment on her future plans, but coming in a distant second tonight doesn't leave her much room to maneuver. As for Cat Bell's next defense? "I've always said I want Charlize anytime, anywhere - but she's asking for insane, crazy-stupid money to fight me. If the numbers make sense, I want to do it, but I'm not taking short money because she's Miss Charlize Theron, Miss Pay Per View and so on. I'm the champion. I want what's right."