In the first of the preliminary matches, middleweight Eugene Jackson, coming off three straight losses via submission in the UFC, faced newcomer Keith Rockel. Rockel kept the fight on the ground and dominated position, while Jackson turned the tide and secured a guillotine, forcing the Massachusetts native to tap. It was an impressive victory. Jackson defeated Rockel by choke (guillotine) at 3:46 of round 2.

Welterweight Gil Castillo took Chris Brennan down almost at will, and kept up a continuous ground and pound onslaught. Despite some crisp high kicks, Brennan was rocked by a punching exchange. Castillo defeated Brennan by unanimous decision after three rounds.

Returning to the Octagon after two losses, light-heavyweight Kevin Randleman had an easier time taking Renato "Babalu" Sobral down. Babalu kept up a continuous string of triangle and armbar attempts, though, but Randleman was able to avoid them. Randleman defeated Babalu by unanimous decision after three rounds.

In the first fight of the main card, middleweight Andrei Semenov faced Ricardo Almeida in an impressive display of escapes and striking. Almeida was aggressive and flowed from submission to submission, but the Russian newcomer had too many tricks of his own — and eventually tagged
Almeida with a punch, earning the knockout. Semenov defeated Almeida by KO at 2:01 of round 2.

In a light-heavyweight stand-up war, Chuck Liddell punished Amar Suloev with punches and low kicks — and ate a few as well. Despite a few clinches, neither fighter went for any takedowns. Wary of his opponent’s sharp striking ability, Liddell outscored him. Liddell defeated Suloev by unanimous decision after three rounds.

With the belt on the line, Murilo Bustamante proved he belonged in the ring against champ Dave Menne. With some slick grappling and some accurate punching, Bustamante saw an opening and took it — and landed a solid punch to the champ’s chin. Bustamante defeated Menne by KO at :43
seconds of round 2, becoming the new Middleweight Champion.
Dave Menne was one of several fighters to fall prey a severe stomach virus

Looking more and more impressive, heavyweight Ricco Rodriguez dominated grappling standout Jeff Monson via superior conditioning and technique. Executing a cartwheel guard pass, some flying knees, and some positional dominance, Rodriguez took one step closer to the heavyweight belt. Rodriguez defeated Monson by TKO (ref stoppage) at 3:00 of round 3.

Jens Pulver faced off against BJ Penn in what many had predicated would be much like Penn’s other fights: short and one-sided. However, it was anything but. Early on Penn showed some of his world-class grappling skills, mounting Pulver and nearly securing an armbar. But Pulver turned the tide in the third round with some of his infamous "counter-grappling," and with neither fighter wanting to go to the ground in the fifth round, Pulver was able to impose his will. Pulver defeated Penn by majority decision after five rounds, and retained his Lightweight Title.

Results:

• Jens Pulver defeated BJ Penn by majority decision after five rounds, and retained his Lightweight Title.
• Murilo Bustamante defeated Dave Menne by KO at :43 seconds of round 2, becoming the new Middleweight Champion.
• Ricco Rodriguez defeated Jeff Monson by TKO (ref stoppage) at 3:00 of round 3.
• Chuck Liddell defeated Amar Suloev by unanimous decision after three rounds.
• Andrei Semenov defeated Ricardo Almeida by KO at 2:01 of round 2.
• Kevin Randleman defeated Renato Sobral by unanimous decision after three rounds.
• Gil Castillo defeated Chris Brennan by unanimous decision after three
  rounds.

• Eugene Jackson defeated Keith Rockel by choke (guillotine) at 3:46 of round 2.