BEFORE: "Girls change," Biel shrugs when asked to assess former stable mate Nichols. "When she was with us, Rachel wasn't ready - physically or emotionally - for the rigors of FCBA competition...but she clearly had the stuff of a fighter. I remember when I transitioned from TV to movies: I packed on muscle, changed my body, got more mature mentally, and the result is I became the most dominant fighter in celebrity-fighting history. Not saying Rachel's going to come even close to that level of success, but I think it's safe to say that's taken another step up, and that I do have to take her challenge seriously."

Nichols springboarding to a title off her stirring victory over Kathy Heigl - is an upset over Jess Biel truly possible. "More than possible," says confident redhead, "probable! Biel was always a basket case at Tech, and still is. Hurt her early, and she falls apart mentally: she's only dominant when you give her the lead. I won't do that: I'll fight her tough, discourage her, then start ringing her up. You'll see!"

Nichols in dark green lace push up; festive geometric themed bottoms in greens, yellows, mauves, slivers of white, shards of pink; black gloves. Biel in electric blue bikini; blonde hair in french braid; white gloves.

During R1: Jess feints, leaps in hook, carrying through with body into Rachel: NICHOLS GOES DOWN! First punch sends Nichols scooting to her buns: she's up flustered, looking around in confusion. Rest of the way clowning and teasing boxing from Biel: in and out on springy legs - sudden, darting lead right hands and swatting hooks.

R2: Jess pivoting/circling clockwise - backhanding out her jab from hip; pawing at Rachel's right elbow, then cuffing the hook in behind it. Biel yappy, crowing "Diggin' at ya Rache!" every time she fits the hook in: Nichols grumpy, turning. Rache stabilizing her front - getting a jab onto Biel's chest, starting to renegotiate terms of engagement.

R3: Jessica trying to pounce: Rachel standing her ground well, running Biel onto the jab, turning her away smote. Minute mark, Rache jabbing Jess to a standstill, then leaning in big-righty to chin: DOWN GOES JESSICA! Biel sent scooting to her rear, looking all shocked and scolded: she's quickly up, but clearly rattled. Nichols jabbing Biel to ropes and punishing her from there: thick, strapping redhead rights and lefts shellacked to Biel's waist as Jessi's moping around the perimeter.

R4,5: Jess settling down, being more responsible. 1.) She's jabbing more - lifting poke off her hip and keeping Rachel occupied. 2.) Circling clockwise, darting in from angles. 3.) Snatching at waist and ribcage with either hand, then getting out of Dodge. 4.) Potshotting for Nichols head when available. Rachel resolute - dukes up, turning to keep Jess in front of her, but having real issues with Biel's quick-twitch hand speed. Rachel also not cutting the ring off on Biel: Jessi's jitterbug in-out pouncing and circling giving Rachel all kinds of problems.

R6: Rachel leading right hands up the middle, pounding Jessica's upperchest, backing her to ropes, then battering her: frightful first minute sees Biel rudely beaten. Jess clinching for breaks, then stepping away: Biel wide eyed, not attacking at all - looking to trade space for time. Nichols the aggressor, walking Jess down behind a heavy, knocking jab: problems cutting off the ring prevent Rachel from threatening Jess again as Biel concedes the points.

R7: Biel's front crumbles under strong attacks: Rachel stepping-to behind her jab, leaning into heavy right hands - she's bashing Jess about the ring. Biel wobbly butt, scampering away: face discouraged, eyes spooked as Rachel's landing hard hands. Nichols bouncing her right hand off Jessica's skull - can't quite find the chin, but she's hurting Biel regardless with clanging connects to temple/pate. Rachel's hooks bludgeoning at ribs and waist - Nichols really pounding at muscular meat, wicking the energy out of Biel this round.

R8: Biel shows good maturity: badly rattled last round, she rallies in the 8th. Nothing fancy - Jess just getting back to her jab - flicking it backhand off the hip, sprucing up Rachel tummy/face. Springy, jitterbugging in-out movement freezing Rache: all she can do is cover up to block as Jessica pounces-and-withdraws. Shutout Biel: she stabilizes her front, controls Rachel in a pivotal recovery round.

R9: Jessica timing Rachel - jabbing to the Nichols midsection - leaning back to slip redhead receipt - then jumping back in swift right hands/swatting hooks. Rachel clipped and rocked to chin early: curvy legs hold her up as Nichol's stepping in fence post holes. Thudding body blows impede Biel throughout second minute, forcing her back, but she retakes the initiative late, snatchin' and snappin' quick-mitt.

R10: Jessica continues to circle and engage at will: story of the night is Biel's retention of initiative much of the bout. Rachel growing accustomed to the pace - covering up earmuff and blocking much of the work, but her receipts are late and she's still rarely getting herself into position to seriously threaten. Easy-breezy boxing round for Biel - she nibbles and vexes, feints and pounces. Nichols unhurt, but she's not scoring while she's blocking, yielding the round to Jess. Comes back UD10 for the winner and still Jessica Biel.

After: Jess beaming regal - waving to fans, being all pretty and serene. "I took Rachel for a little walk around the park," Biel grins in postfight. "Put her through her paces - measured her - tested her. She's better than she was - no question - but I quickly saw that she didn't have the speed - or class - to compete with me effectively. Could I have knocked her out? Of course I could have, but that wasn't the point. I wanted to conduct a good, thorough reconnaissance on this girl, and I did that. Next time, I'll switch-whip her out!"