BEFORE: "I'm thrilled!" Chirps button-cute Leighton in prefight. "Bush already knows from our studio-scuffles that I'm more than a match for her beef. Frankly, I'm looking at undressing her in that ring - really taking her apart. It's going to be a huge wake-up call for my opponents, because they're going to see that I can handle power, and finesse beef in this one."

Bush scoffing at the notion of Meester-mastery: a lot of bantams swaggering big-girl in the wake of Dushku's shut-down of classy Sarah C. "One taste of my power, and Leighton's going to quit," predicts Sophia. "I'm too curvy, too determined. When I wade in, big girls give way - how's Leighton supposed to stand her ground? I'll just rev up the ol' meat grinder and pummel this one out of there. Three rounds fellahs: write it down!"

Leighton in black bikini - coming to the ring in grey off-the-shoulder cut-off sweatshirt top like a street-poor New York dancer might wear (removed for the fight); small black work out gloves. Bush in bright teal push up bra; navy boy cut bottoms with sparkles; small white gloves. Leighton sneering during stare-down, making sure Bush knows Meester's not intimidated.

During R1: VICIOUS slugging early - Meester tearing at Sophia with sweeping hooks and diving right hands...BUSHY'S ROCKED! Sophia battered back to ropes - her hands crossed in front of her face: she's a confused beauty. Leighton baring teeth, Ripping right uppercut checks Sophia's chin: she's loosened, covering up earmuff, turning her right shoulder into ropes and walking away from Meester's might. Leighton stepping-with, smiting: right hands taking Sophia in her back as Bush wanders into HISC corner. Torrential downpour of flyweight hup-hup continues as Sophia turns face-front again, arms crossed against her body: Leighton grunting, swinging away freely, hip to head. Bush sputtering, nearly going down, straightening, then staggering to her right along ropes: Leighton steps-with, keeps up the peppy lathering as Bush just tries to cover up! Non-stop peppering beats Bush ring-post to ring-post: Sophia wailing in pain and frustration, unable to get off. Final indignity late as Leighton's able to punch apart Sophia's guard and get at those jugs: rising, pumping hup-hup bunching up Sophia's fatty packets. Bell: Sophia reeling, but standing - Bushy's bantam bigness allows her to withstand all-out flyweight blitz in the first. 10-8 without the knockdown for Leighton: she's seething, stomping back to her corner all pumped up.

R2: Leighton more measured, more disciplined - taking midring, setting with right hand near her cheek to work behind the left jab. Sterling work: Meester doubling up poke, stamping brunette breast and face. Meester pivoting left, turning Sophia's right shoulder: Bush unable to cut off the move. Meester peppering in the odd one-two on occasion - pivoting left after spraying Sophia. Sophia tattooed: she's alternating hand position from crossed-arm to earmuff, trying to walk Leighton down. Meester crisp, energetic, simply taps and pokes and turns her girl for classy points.

R3: Leighton pumping jabs, then edging in on front (left) leg to jerk the jagged left uppercut: bingo-shot to chin startles Bush then SITS HER DOWN! Sophia on her buns, blinking in wonder: Meester jogging to neutral corner all sweaty and exultant, hopping prettily on the spot as Bushy dusts herself off. Resume: Meester quickly at Bush at the ropes; Sophia finally catching Leighton some stout right hands as Meester gets a little over-exuberant. Fighting more even over balance of round: Leighton trading in jabs and hooks for stubby right counters from a dug-in Sophia.

R4: Sophia scuffed up, but hardhearted: dark eyes cold as she comes out determined to turn the tide. Heavy right hands deployed to Leighton's golden-brown flank yield initiative for Bush: Leighton grumpy, backing away with elbows in. Bush effective when she's coming forward/getting off first: Leighton bashed about head and shoulders to drive her ropeside, then worked hard to her body. Meester grimacing, tying up: ref issuing breaks; Sophia workmanlike as she pushes back in, staying atop her girl through 4.

R5: Leighton spitting jabs, then edging in to get that jerking little left-uppercut: Bush picked up hard, sits down stunned as both her feet scoot forward upon receipt! Sophia a little weepy: two trips to the canvas definitely not part of her fight plan tonight. Discouraged Bush doing a lot of shying away/cowering as limber Leighton lathers away like she's sweeping bigger girl out the door.

R6: Bush firms, standing fast in the face of another blazing Meester lather-attack, then answering beefy rights and lefts to slender flyweight ribcage. Meester can't take the thunder: she backs off cringing, lips off her teeth in hurt...Sophia starts moving forward again. Good bludgeoning step-and-slug, Sophia to Leighton: Meester forced to scamper along ring aprons, using her legs to relieve pressure. Bell: girls barking, looking to chest up; ref keeps 'em separated.

R7: Leighton pumping a stiff, spiteful jab, punching into Sophia's breasts, then sidestepping left. Meester committed to jug this round - dropping the odd right hand in there as well - really roasting Bushy's big 'uns. Sophia just sick about it - grimacing as she follows Leighton around: glaring lack of footwork from a veteran who should know better. A few clubbing receipts clout Leighton about her head and shoulders, but good scoot keeps her safe: she gets to spend quality time with Bushy's plump rack, touching it up for points.

R8: Leighton sees the concern and discomfort on Sophia's face...spiteful little minx gets right back on that rack via jabs and stiff right mitts. Straight, stamping stuff...Meester energetic about her business - right heel up off the canvas she scrubs at jug, turning Bush midring. Sophia pouting, trying to bob-and-weave her way into power-punching range: lack of respect making it easy for Meester to pick bigger girl apart. Leighton sprucing Sophia up with five or six jabs in broken rhythm for every right hand dropped: Bushy's jugs receive the bulk of the attention. Sophia cranky on her stool, scowling as trainer pushes an ice pack into her breasts, holding it there with both hands while preaching fundamental pursuit-boxing through 7.

R9: Sophia jabs a little; steps over to her right a little...fight gets easier. Meester drawn into more head-on exchanges, coming in second best as Bushy's fists carom off Leighton's skull and shoulders. Sophia able to drive on Leighton, wading into her with both hands, forcing her ropeside, then working the body. Bush frequently brawny at ropes - pushing Meester roughly upright, then stamping away palm-down rights and lefts to torso. Good jamming, shock-assault has Leighton's lips parted, forcing her to clinch. Payback to jugs? You bet: Bushy bashing away at Leighton's spiffy rack in bruising spots.

R10: Girls trading midring - Sophia shrugs off right hand, answers back a swinging right to chin, followed by a wide left and DOWN GOES MEESTER! Leighton's back (right) knee gives out, touching her down: she's blinking in wonder when Sophia clips her an extra right hand to temple, bringing the ref in hot. Leighton up at 8, but meek: upon resumption she's on her bicycle. Bush giving chase all jugs a-jumpin': Sophia hounding her girl, but having difficulty imposing any more decisive exchanges. Leighton able to leg out the round to loud boos - but it's the smart play for a smaller vixen. Comes back UD10 upset - Leighton Meester!

After: Meester giddy - jumping up and down hands-over-her-mouth as decision is announced, leaving Sophia red-faced and shell-shocked. Meester peppering Sophia, humbling her jugs and outboxing the li'l slugger: Bush humiliated as flyweight able to jump up and poach a curvy little bantam tonight. "Sorta makes Sarah look like crap, doesn't it?" Leighton says all innocent and eyelash-batting in postfight. "The way I was able to step up and handle a bigger girl's business while Carter fell apart against Dushku?"