BEFORE: "Oh yeah: I'm stoked!" Minka grins in prefight. "Rachel's one of my idols - I totally love the way she fights and everything, so I'm thrilled to be going at her. It's going to be fun, because I know MacAdams is just so classy in and out of the ring: I can't wait to test her and see if she's as good as I think she is!" Rachel looking mildly bemused: normally at the center of bitter conflicts, Rache finds Minka a breath of fresh air. "It's nice to compete in an environment of mutual respect for a change!" Rache admits. "With Neve and some of these girls constantly at your throat, just the idea of training to match skills with a woman is a treat. From what I've seen, Minka's a very sturdy, determined young woman, and I'm going to do everything I can to teach her a few things she doesn't know yet!"

Rachel in tawdry blue twist-tie top with retro bikini bottoms; white gloves; curly auburn hair; white sneakers with thick white socks rolled down. Minka in bright neon blue bikini top with bottoms in alternating horizontal bars of navy, baby blue, royal blue etc; white gloves; spunky ponytail with messy bangs; white sneakers with thick white socks rolled down.

During R1: ACTION! Rachel quickly at Minka - going gut with a stout right/left/right, then clobbering jug a sideswiping right. Minka startled, but banging back: straight right lead; choppy left hook with palm down delivery. Blazing stuff, but midway through, Rachel takes over with a series of stiff jabs while moving to her left. Minka turning, covering up: Rache dips in close, jerks the left uppercut to rival tits; leans onto right (back) leg to clip across the hook...MINKA'S HURT! Kelly sputtering: Rachel leans in with a short, chopping right to ear, then hooks gut CHUP! Mac leaning in and out, giving Minka a healthy beating. Kelly tuff behind her mitts - she's hurt, grimacing, but not panicking: she stumbles to ropes, organizes her front as Rachel moves in. Thumping clean up, Rachel Mac: MacAdams dipping side to side, working short, brutal shots in behind Minka's elbows to weary her body at bell.

R2: Rachel hopping in to hook tummy: Minka beats her to the mark with that stubby, straight lead right. Rache's face banged back, she regroups, covers up, tensing herself to receive Minka's thumping hooks to waist. Kelly braced well in her stance - right leg well back: she's stamping the lead right up the middle, then turning over the palm-down hook, punching apart Rachel's guard. MacAdams startled, sliding back to ropes: she shows earmuff, stooping forward behind mitts as Minka closes to beat waist. Kelly in there tuff: lips tight; ponytail tossing as she stays compact, bounces thick, choice rights and lefts off Rachel's waistline/ribs. Mac grimacing, slouching against ropes - she paws the left hand out to measure Mink and takes a WHISTLING left hook just inside the protective right mitt! Rache clipped across her left cheek - awkward strike loosens her knees, slumping her right side into ropes. MINKA POURS IN RIGHTY! Minka pushing off that back (right) foot with energetic, chopping rights...she's HAMMERING at Rachel's ear, turning her slowly to her right. Mac slumping, right hip on ropes - she's hurt, not answering back and THE REF STEPS IN! Good Lord - TKO2 Minka Kelly!

After: Kelly squealing and jumping away as ref rushes to cradle Rachel: disasterous let down one of the big upsets of the year so far. "I was working hard," Minka explains, eyes bright, "just touching her up, when all of a sudden, I caught her a hook and she sank into the ropes all glassy eyed and helpless! I just pounced on her - punching and punching at her - and that was it! I'm so excited - I can't even say. I blew the doors right off of Rachel MacAdams! I can't believe it!"