As with all of their bouts, Matt Hughes vs B.J. Penn was a surprise to everyone involved. B.J. Penn wasn't supposed to get a title shot at UFC 63. He'd lost to Georges St. Pierre via split decision at UFC 58 and the title shot was GSP's. But then St. Pierre turned up injured and the opportunity to reclaim the belt he'd never lost came B.J. Penn's way.

But with only a month's notice of the fight, Penn came in in less than ideal condition. As he wrote in his autobiography Why I Fight:

...I probably trained seriously for about 12 days. Knowing the UFC could call at any minute, I'd been working out, just not as hard as I would have had Hughes been scheduled months in advance. There were still those nights when the bar was going to be open, and there was a chance I'd be in there.

For his part Hughes was less than thrilled with the match up. In his book Made in America he describes his reaction to coach Pat Miletich upon hearing the bout was booked:

I've got to tell you, Grandpa, I'm a little scared to fight BJ again. You saw how flexible he is. Royce has nothing on him.

But when fight night came, Hughes was astonished to see how pudgy Penn looked:

He looks out of shape. That silver spoon's been putting a lot of food in his mouth. He looks plain fat.

Hughes also claims that his training had prepared him to avoid Penn's trademark counter left hook. Unfortunately for Hughes, a right hand from Penn managed to tag him in the first round. From there he ran headlong into Penn's vaunted flexibility as he worked for a single leg while Penn hopped on one foot and pasted him with punches. 

In the second Hughes did manage to get Penn on the ground, but that almost cost him the fight. Penn used the Octopus Guard to take Matt's back, as I detailed in this Judo Chop. Fatefully, the torso stretching necessary to take Hughes' back caused Penn's ribs to separate. 

No one could tell watching Penn threaten a series of submissions on the ground, working for a triangle choke arm bar that seemed on the verge of finishing Hughes for the duration of the second round. But then time expired and Penn realized just how hurt he was when he stood up. 

It was a completely different fight in the third round as Penn moved in slow motion and Hughes was suddenly able to pepper him with punches standing. Then he took B.J. down and moved to "the Salaverry" where he punished a helpless Penn with hard shots to the face while pinning both his arms. 

This fight helped cement Hughes' reputation as the greatest welterweight in MMA history. It also went a long way towards damning B.J. Penn as a great fighter who didn't do the work necessary to live up to his potential. 

As we prepare for their historic rubber match at UFC 123, be sure and read Jonathan Snowden's account of Penn's big win at UFC 46 and my account of the string of unlikely coincidences that went into making all three of their matches.