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It was a rematch of the UFC 112 fight, B.J. Penn wanted to reclaim his title from Frankie Edgar.

Instead Frankie Edgar showed that he is for real and that he has the answer for "the Prodigy".

B.J. Penn chased Frankie Edgar around the cage throwing and landing punches before Edgar took him down. B.J. was immediately dominant in guard and was escaping to Edgar's back but couldn't get his own take down. Back on the feet, Penn landed with a left as Edgar danced laterally and fired punches. Edgar took him down with a big slam, but Penn quickly got back to his feet. Then Edgar got another take down. By the end of the round, Penn was slower and Edgar's dizzying movement kicked in.

In the second, Penn landed multiple jabs before Edgar shot in and took him down. Penn quickly fought back to his feet. Then they traded with Edgar's fleet footwork controlling the fight.

The third was more of the same. Edgar moved in and out and landed on the champ. Penn sprawled on a take down but otherwise couldn't do much to Edgar. Frankie landed a wide variety of strikes, beautifully mixing up his varied punches with kicks and elbows. He landed to the legs, body and head.

Going into the fourth everyone knew that Penn had to finish to win the fight.

B.J. Penn then took Edgar down and went for the kill. Edgar defended himself and escaped to his feet. Edgar dropped Penn with a leg trip and threw elbows on the ground. Penn worked rubber guard from his back. Then Edgar escaped and worked the ground and pound on Penn with hard punches from the top. Penn got back up and once again Edgar outscored him standing.

By the beginning of the fifth round, Penn had to be desperate. He immediately shot in for the take down. They scrambled through a staggering series of positions before Edgar landed in Penn's guard. From there Frankie landed elbows and punches and Penn wasn't able to work much off his back.

The B.J. Penn era of the lightweight division ended with a whimper, not a bang.