Alt back in the ring after being chewed up in the supermodel wars of the late 80s. No longer the typical lanky-limbed model, the mature Alt is a good big woman, heavy-handed, on the slow side, but better able to set down and hurt opponents now than in her prime. A good test for Theron as she gives up some size and power to the elder brunette.

White tank top and cotton panties for Alt; teal tank top, white cotton panties for Theron.

Round 1: Charlize treating Alt with respect early, keeps her distance as Carol advances. Alt reaching with her punches, poking out the jab from an already extended left hand, and throwing the right also from well in front of her body. Carol able to put punches together that look slower than they are, but in the final minute, a blinding counter left hook on the chin sits ALT DOWN in a heartbeat. Carol up with a stunned expression in those cobalt eyes, and Theron happily pours on lefts and rights to the bell to take a 10-8 opener.

Round 2: Alt unfazed by the knockdown, bodies up and lets her heavy hands go to work on Charlize. Reaching around Theron's waist with the left, Alt calmly bludgeons away with RIGHT HANDS TO THE CHEST AND CHIN, always keeping her lead shoulder on Charlize' body. Theron taking steady punishment, pushes her head in beside Carol's, and the two slug intimately at close quarters, but it's Alt doing the harming as she pounds away from bell to bell for the shutout.

Round 3: Theron on her toes, using her legs against the more flat footed brunette, flashing the double jab with rotating left. Alt catches on and midway through the round, counters the jab with a well timed right hand that bangs back Charlize' head to the "Oooh" of the crowd. Theron momentarily stunned, takes the punch well, gets her legs back, and continues to box smartly the rest of the way.

Round 4: More boxing from Charlize, whose face begins to puff up from Alt's right hand shot last round. Circling left, sticking the left hand over and over into Carol's E-Z hit face, Charlize stays out of harms way. Carol able to cut off the ring in the final minute, Alt steps IN WITH A SWEEPING RIGHT ACROSS THE BREASTS THAT BRINGS A GASP but Charlize able to tie up to the bell.

Round 5: Theron continuing to win the fight with her legs, making Alt move her feet, walking the brunette into right hands, and feeding her a steady diet of nuisance jabs. Carol able to land the odd single right hand, but she's a step behind the nimble blonde at this point.

Round 6: Charlize takes a shot at hurting Carol this round, standing and planting to throw her short right hand, but it's Alt who scores the points this round. Carol still reaching with the left, bringing the right with a slinging arc into Theron's body with thick thudding impacts. ALT BANGS BRA as she backs Charlize to the ropes, Theron holding on, mouth open, looking a little fatigued as Alt continues to plow away with RIGHTS TO THE BRA to the bell. Tempers flare after the bell as Carol pounds a late right hand off Charlize' chest - prompting referee intervention.

Round 7 Body work starts to pay off for Alt as Theron more flat footed this round. Charlize picks and pecks at Alt as the brunette forces her way inside, but it's all Carol when they're at close quarters. Carol with her head on Charlize shoulder, holding the blonde around the waist with the left and lifting SLEDGEHAMMER RIGHTS UP INTO THE BRA puts Theron in a bad way. By the final minute, Charlize is pushing Carol away by the shoulders, and Alt comes over the top with a scorching right hand off the eye that puts Theron wobbly butt. Charlize covers up, standing straight, and taking murderous right hands off her taut tummy to the belly as Alt's eyes light up with hope at the bell.

Round 8: Charlize Theron answers the challenge, standing at long range, turning the jab from a range-finder into a weapon and drilling Carol Alt's face with short straight rights. Alt rejected from coming inside time and again as she walks into Theron's leather. Charlize staying controlled, doesn't walk Alt down, preferring to let the brunette come through the fire instead.

Round 9 Bruised and battered looking - Alt continues to pressure the blonde, eating combinations to get inside, then swinging at Charlize' gut with both hands. Alt leaning her chin on Charlize shoulder, drawing her fists back and then PLUNGING INTO THERON'S BOSOM, BELLY, HIPS AND BELOW has Theron grimacing in pain, clinching at Alt's broad shoulders. Charlize stops the beating in the final minute by turning her body into a series of short right uppercuts, finally backing Alt off her chest.

Round 10: Charlize Theron seals the deal with a tough final round performance. Stepping out aggressively early, Charlize flashes quick double jabs from the elbow, comes across with banging right hands, then has Alt in full retreat with stinging wide left hooks. Carol out-gunned, tries to punch into the storm, but Theron's hand speed tears her apart, and ALT TAKES A KNEE, cut above and below the right eye. From then on, it is all Theron, as she bullies the brunette from one corner of the ring to the other. Shoving Carol with forearms and shoulders, Charlize clubs away with slashing lefts and right, walking Alt down, and simply showering her with leather from bell to bell. It's a savage display of late rounds intensity which simply takes Carol's heart out of the fight, and at the bell, an exhausted brunette acknowledges her conqueror by lifting Theron's hand herself. UD Charlize Theron.

After: Nice come-back from Carol who has adapted well to her heavier body and turned into a competent big woman. Theron soaking up some big shots, nevertheless too fit, too quick, and too sharp to be upset on this night.