Date: May 23, 2009
Venue; MGM Grand Garden Arena
City: Las Vegas, Nevada, USA
Preliminary card
- Lightweight bout: Dave Kaplan vs. George Roop
- Roop defeated Kaplan via split decision (30–27, 30–27, 28–29).
- Welterweight bout: Yoshiyuki Yoshida vs. Brandon Wolff
- Yoshida defeated Wolff via submission (guillotine choke) at 2:24 of round 1.
- Light Heavyweight bout: Krzysztof Soszynski vs. Andre Gusmao
- Soszynski defeated Gusmao via KO (punch) at 3:17 of round 1. This bout aired on the PPV broadcast following the McFedries vs. Foupa-Pokam fight.
- Lightweight bout: Phillipe Nover vs. Kyle Bradley
- Bradley defeated Nover via TKO (punches) at 1:03 of round 1.
- Heavyweight bout: Pat Barry vs. Tim Hague
- Hague defeated Barry via submission (guillotine choke) at 1:42 of round 1. This bout aired last on the PPV broadcast following the Larson vs. Pyle fight.
- Welterweight bout: Brock Larson vs. Mike Pyle
- Larson defeated Pyle via submission (arm triangle choke) at 3:06 of round 1. This bout aired on the PPV broadcast following the Evans vs. Machida fight.
Main card
- Lightweight bout: Sean Sherk vs. Frank Edgar
- Edgar defeated Sherk via unanimous decision (30–27, 30–27, 30–27).
- Middleweight bout: Chael Sonnen vs. Dan Miller
- Sonnen defeated Miller via unanimous decision (30–27, 30–27, 30–27).
- Middleweight bout: Drew McFedries vs. Xavier Foupa-Pokam
- McFedries defeated Foupa-Pokam via TKO (strikes) at 0:37 of round 1.
- Welterweight bout: Matt Hughes vs. Matt Serra
- Hughes defeated Serra via unanimous decision (29–28, 29–28, 29–28).
- Light Heavyweight Championship bout: Rashad Evans (c) vs. Lyoto Machida
- Machida defeated Evans via KO (punches) at 3:57 of round 2 to become the new UFC Light Heavyweight Champion.
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