Date: November 15, 2008
Venue: MGM Grand Garden Arena
City: Las Vegas, Nevada, USA
Preliminary card
- Welterweight bout: Matt Brown vs. Ryan Thomas
- Brown defeated Thomas via submission (armbar) at :57 of round 2. This bout aired on the PPV broadcast following the Gonzaga vs. Hendricks fight.
- Lightweight bout: Alvin Robinson vs. Mark Bocek
- Bocek defeated Robinson via submission (rear naked choke) at 3:16 of round 3. This bout aired last on the PPV broadcast following the Gurgel vs. Riley fight.
- Lightweight bout: Jeremy Stephens vs. Rafael dos Anjos
- Stephens defeated dos Anjos via KO (uppercut) at :39 of round 3. This bout aired on the PPV broadcast following the Hazelett vs. McCrory fight.
- Lightweight bout: Jorge Gurgel vs. Aaron Riley
- Riley defeated Gurgel via unanimous decision (29–28, 29-28, 29-28). This bout aired on the PPV broadcast following the Couture vs. Lesnar fight.
Main card
- Middleweight bout: Nate Quarry vs. Demian Maia
- Maia defeated Quarry via submission (rear naked choke) at 2:13 of round 1.
- Heavyweight bout: Gabriel Gonzaga vs. Josh Hendricks
- Gonzaga defeated Hendricks via TKO (punches) at 1:01 of round 1.
- Welterweight bout: Dustin Hazelett vs. Tamdan McCrory
- Hazelett defeated McCrory via submission (armbar) at 3:59 of round 1.
- Lightweight bout: Kenny Florian vs. Joe Stevenson
- Florian defeated Stevenson via submission (rear naked choke) at 4:03 of round 1.
- Heavyweight Championship bout: Randy Couture (c) vs. Brock Lesnar
- Lesnar defeated Couture via TKO (punches) at 3:07 of round 2 to become the new UFC Heavyweight Champion.
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