Before: Lots of pre-fight heat for this one - Connelly bursting with KO confidence following her shocking blast-out of rising Jessica Biel, while Richards wrankling at the idea that Jen's punch is the major factor in this fight. "Denise hasn't been her usual sweet self for this one," says one press-junket veteran, "She's been surly, uncommunicative with the press, and she's tired of hearing about Connelly's left hook. Richards is coming in with a challenger's mindset - she's every bit as hungry as Jennifer from what I can tell." Connelly in navy sports bra, red boy cut trunks, Denise in pale blue bikini top, grey draw string cotton shorts. Connelly extends a mitt to touch up after the instructions - Richards shoves a glove into Jen's bra to nearly start a pre-fight brawl.

During R1: Connelly with the early jump, has Richards covering up and taking along the ropes. Denise sliding to her right - Jen able to hop to her left, measure D with a palming right and bat body with hurtful left hooks to the waist and ribs. Final minute - Richards is forced to clinch and walk her girl back to midring. Denise steps left and it's like a miracle: Connelly can't pull the trigger on the hook as Richards gets the angle and starts to pumping her jab in the final moments. Round to Jennifer, but Denise has made a nice early adjustment to nullify Connelly's hook.

R2: Tale of two Connelly's this round. First minute - she's brazen coming forward, palming with the right and twisting her hips into crippling hooks that spank loudly off the champ's right side. Richards resumes her simple, but effective footwork to lead off the second minute - stepping to the left to leave Jennifer double-clutching her hook and unable to get into position. Richards pumping a smooth, accurate jab into Jennifer's mouth - putting the busty brunette glassy-eyed and setting her up for crisp right hands on the right eye. Several clean one-twos on the eye conspire to wobble Jen's butt at the end of the second minute - flustered, she covers up and starts to retreat under Richard's workmanlike jab and determined right cross. Round ends with Denise getting strong on Jen at the ropes, clubbing away with no-frills combinations to the arms, body and head of the hurting challenger.

R3: Connelly getting exposed this round - she wants to come forward, set her weight on that front foot and crank, but Denise isn't letting her. Instead, Richards with a simple step to the left around her jab is getting off first, pounding back the challenger's pretty face and landing heartbreaking right hands on an angry right eye that force Connelly into retreat - Jen not effective from this posture. Hard right hand on the temple nearly puts Connelly on one knee - she straightens up, drooping forward and takes a withering barrage to her ribs as Denise walks in, batting her girl back to the ropes. Toe to toe, even a hurt Jennifer Connelly has a better chance, trading effectively with her back to the ropes as Richards stubbornly looks to grind away. Round to Denise.

R4: More of the same - Richards winning the majority of the round by being first, using the jab, and getting position with her feet to take away Jen's hook. Connelly not moving her head eats a terrifying number of jabs this round - Richards with her hands up, dropping straight combinations into Jennifer's face and stepping around with surprising ease. Only in the final minute - Denise flushed with success stands toe to toe and allows Jennifer to set down on hooks that have Richards hanging on by the bell.

R5: Jennifer jumps on a weary Denise this round - Richards feeling the effects of Connelly's body work and looking to take a break - challenger won't cooperate. Richards with her back to the ropes can't box - Connelly keeps her hemmed in, forces her to trade or be bludgeoned - bruising face on face slugging favours the hamhanded challenger. Richards taking a good shot however - Connelly's cracking jaw and ribcage with vigor this round and can't shake Denise's strong legs in steady back and forth action.

R6: Denise back to what was working - jab, step, jab, hard right hand. Connelly turning, repeatedly setting to throw the hook only to be foiled as Richards shuffles out of range. Pounding one-twos on the right side of Jennifer's face have that eye swelling badly and the challenger looking groggy in spots. By the bell - Connelly's trudging forward behind crossed arms, getting turned midring and picked apart by a surprisingly proficient champion through 6.

R7: Denise hooking the breadbasket of her foe, falling off to the left, lifting a jab into Jennifer's closed right eye, pivoting again and walking Connelly into crashing right hands that are stopping Jen in her tracks, then backing her up on shaky legs this round. Connelly breaking down badly as she has NO answers until - final minute - Connelly pushes a surprise right hand into Denise's mouth, not hurting the champ but startling her, and a booming left hook scorches chin to leave Richards on first-time stilts. Denise hopelessly hurt, covers up loose with gloves at her lips - eyes imploring as Connelly squares away to issue a beat down to the ropes. Richards gutting it out to the bell, taking a merciless clubbing as the crowd goes wild - Jen breathing hard, obviously can't believe Denise is still standing at the bell.

R8: Denise tells her corner, "That's it - that's all she's got. I've taken her chocolate punch," but the champ is still hurt to open the 8th. Connelly pushing up on Denise with crossed arms, stepping into the void with rib-rattling hooks - queasy groan from D-lovers in the crowd as Richards' legs look ramshackle. Heartbreaking drubbing along the ropes as Jennifer lathers away with batting Lamotta type hooks, stepping with a wilting Denise Richards as D crumbles but won't collapse. Final minute - Connelly punching herself out and RICHARDS STARTS TO PUNCH! Denise beating Jen to a hook, puts Connelly wobbly butt - Richards slugs her way off the ropes. Stuffing right hand to the gut paralyzes Jen and a sumptuous left careens off jaw to send the challenger reeling. Backalley swings from Richards chase the suddenly shellshocked Connelly across the ring - it's all Denise POURING on the hurt as Jennifer cringes sideways, practically fetal against the ropes as Richards pummells away past the bell.

R9: Both girls badly beaten thus far - but Denise retains her form, rises above the pain as Connelly looks sullen, achy, and unresponsive. Richards staying focused - the jab, the left pivot, the right hand - it's all catching Jennifer and devastating Connelly who takes methodical punishment bell to bell this round.

R10: First minute - disciplined Denise boxing smart midring - using her angles, outclassing Jennifer. Second minute - Connelly finally walking Denise to the ropes and getting after waist with some shattering hooks out of the crossed arm stance. And down the stretch - toe to toe bludgeoning to the finish line. Chins are tagged, bodies ransacked - girls just standing up to each other and taking turns, but it's Denise who finally puts her stamp on the round. Final seconds see Connelly slip into stupor as Richards squares up and chugs away with rising lefts and rights into her opponent's jampacked bra - Jennifer pouting in shock as Richards hammers jug to the bell - Connelly draping off Denise's neck in a desperate clinch as the ref jumps in. Comes back UD10 for the winner and STILL bantam champ - Denise Richards!

After: Richards pumping her fists, stomping around the ring defends her title once again in the face of determined, quality opposition. The young Denise Richards would have stood and slugged it out to her detriment - the older, wiser, and better Denise Richards made adjustments, stayed disciplined, executed her fight plan, and backed up her smarts with good old fashioned heart in turning back a bitterly disappointed Jen Connelly. Jen showing her limitations - despite some success, she's lost a lot of rounds in her last two fights and needs to round out her game to threaten at the highest levels.