In the biggest event UFC had put on since UFC 40, it displayed it's biggest names and hottest young prospects all on the one show.
In the headliner, Randy Couture battled Chuck Liddell for the Interim Light-Heavyweight Championship.
The bout came to be due to Light-Heavyweight Champion, Tito Ortiz's unwillingness to fight number one contender, Liddell.
Ortiz had long expressed a reluctance to face Liddell, citing their friendship, but had claimed he had "entertainment commitments" which precluded him from competing at this show.
Exasperated by Ortiz's excuses in defending the belt versus Liddell, UFC created an Interim version of the title for the number one contender to fight for. Couture, at a crossroads in his career, was an opponent who was available and crucially he was willing to face the "Iceman."
Everyone thought Couture was finished as a top-level performer. Entering this bout, Couture was weeks away from turning 40 years old and had lost consecutive fights to monsters, Josh Barnett and Ricco Rodriguez in his previous two outings.
A move down in weight was seen as an opportunity to flag his lagging career but few expected him to knock off hot, young Light-Heavyweight prospect, 33-year-old, Liddell.
However, that is exactly what happened. In one of the greatest ever performances inside the Octagon, Couture nullified Liddell's intimidating striking skills to pull out an unlikely victory.
His game-plan was perfect. Instead of circling away from Liddell's awesome fists, Couture stepped right up close to Liddell, closing the distance and giving the "Iceman" no room to unleash bombs. Not only was Couture able to avoid Liddell's big combinations, he was able to land short, effective jabs of his own. "The Natural" also nailed Liddell with takedowns and was hugely effective in the mount position as well.
In the third round, Liddell threw a leg kick but Couture countered with a big left jab that sent Liddell flying. Couture continued to pound away, hitting another takedown and then unleashed in the mount. Liddell had no answer and when he stopped defending himself, referee "Big" John McCarthy stopped the fight.
An incredible performance from Couture - one that likely saved his UFC career. He became the first man to hold titles in two different weight classes in UFC and incredibly, the best was yet to come from the 40-year-old as he defied age to become one of the biggest legends in company history.
For Liddell, his long wait to become Light-Heavyweight Champion would continue. Ironically, his shot would come against the same man, at UFC 52, two years later.
Ken Shamrock, as the UFC's top drawing card, was originally booked on this show and was scheduled to meet Ian Freeman, back in the Heavyweight division. However, Shamrock underwent surgery on his ACL (which he claimed was his reason for losing to Ortiz at UFC 40) and his Lion's Den colleague, Vernon White took his place.
It was a tightly contested bout and the judges evidently thought that way too as they ruled the encounter a draw. It was shame Shamrock could not compete as that would have been a very interesting fight.
In the battle of UFC veterans, Tank Abbott met Kimo Leopoldo in a heavily hyped bout. The fight did not live up to the hype, however. Tank, had clearly not trained in grappling offense or defense at all in the years between his UFC departure and return. It was one thing to be a one-dimensional brawler in 1995, quite another in 2003.
Kimo, for his part, had added to his game, when he unexpectedly, quickly took Tank down and eventually secured an arm triangle for the submission win. Another nail in the coffin for Tank's UFC career which only had one fight remaining.
In a heavily anticipated fight, Vitor Belfort made his long-awaited return versus Marvin Eastman. Belfort had lost to Liddell at UFC 37.5 but had not been seen since. Belfort caught Eastman with big knees and unleashed his lightning quick hands on him, to pound his opponent into submission. The crowd gasped when they put a close up of Belfort's handiwork up on the big screen. Eastman looked like someone had taken an axe to his skull. Horrifying.
The opening bout of a stacked show saw Frank Mir take on the seven-footer, Wes Sims. It appeared someone had forgotten to show Sims the UFC rulebook as when he escaped a Mir armbar, he grabbed hold of the fence and stomped the holy hell out of Mir. That brought a disqualification and Mir was awarded the win.
It was a disappointing end to a fight that had really begun to heat up. The UFC would shrewdly book the two to fight again at UFC 46.
For such a star-heavy show, the buy-rate disappointed with just 49,000 fans purchasing the event. The withdrawal of Shamrock likely contributed to that, but the buzz Couture's victory generated, plus the return of Ortiz to the Octagon for his first fight since the Shamrock bout at UFC 40, ensured that their next event, UFC 44 would pull in a massive paying audience.