The fight is thought to be one of the most exciting and memorable fights in UFC history. It was Kelly's UFC debut.
The fighters came out hard after touching gloves, striking viciously at each other as if it was a title fight. Both guys were throwing bombs, Kelly technical, Taylor wide and loose. They clinched against the cage. Four minutes remained. Kelly threw an elbow. They broke the clinch and Taylor threw an uppercut, a knee and a head kick. They clinched and Taylor took Kelly down with a guillotine but lost control and went to full guard. Three minutes remained. Two minutes remained. The two exchanged strikes on the ground as Taylor kept attempting to roll over, using the fence with his foot to move. At this point, Taylor was bleeding a little bit around his nose. Rogan commented that the start might have been 'one of the best opening exchanges we've ever seen'. One minute remained in the first round. Taylor threw numerous elbows from the bottom. Kelly began throwing bombs from the top. Forty seconds remained. Michael Bisping yelled instructions at his team mate Paul Kelly, yelling for him to 'elbow'. Fifteen seconds remained. The first round came to conclusion.
The second round began, and the fighters came out and touched gloves. They exchanged strikes once more. Kelly threw a knee, but Taylor took him down and went down into half-guard. Taylor attempted to take Kelly's back, but Kelly reversed it and came out on top. Taylor pulled guard and began striking from the bottom before Kelly pushed him against the fence and attempting to pass. The holes in Taylor's ground game began showing. Three minutes remained. Taylor went for a kimura and got it. Two minutes remained. Kelly fought the submission hard. He beat it and Taylor pulled guard. Kelly stood slightly and began throwing bombs from the top before going back into the guard. Kelly threw an elbow as Taylor tried for another kimura. Kelly threw some more bombs from the top. Goldberg commented that Kelly resembled his team mate Michael Bisping on the top. A big cut from the elbow was opened up on Taylor's forehead. Blood spattered everywhere. The fighters hugged as the round ended. The closeup showed that it was a nasty, two-inch long gash.
The third round began. They exchanged strikes and Paul Kelly took the takedown once more against the cage. Taylor went on the defensive. The gash continued bleeding. Kelly continued landing bombs from the top. Kelly moved into side control and Taylor was in serious trouble. Kelly began throwing big elbows. Taylor moved back to full guard. Three minutes remained in the third and final round. Herb Dean stood the fight up. They went back at it. Taylor began throwing bombs, Kelly responded off the cage. Taylor landed a decent uppercut. Kelly took Taylor down and transitioned to half-guard. Taylor moved it to full guard. Taylor went for the guillotine futilely, and then tried for a kimura. He threw some elbows from the bottom and then some strikes. Kelly threw bombs of his own from the top there. Twenty seconds remained. They scrambled, both landing strikes from the top and bottom. The fight ended and it was over. The fighters hugged. A standing ovation was given. Paul Kelly won by unanimous decision.