The winner of this fight will challenge Frankie Edgar for the UFC lightweight strap. Former WEC champ Henderson (14-2) has won both his UFC fights against Mark Bocek and Jim Miller by unanimous decision. Guida (29-11) has won his last four fights and is coming off a win over Anthony Pettis.
Round 1: Herb Dean is our referee for this bout. He gives them the signal to start, and right away Guida comes bouncing out to the center of the cage, hair flying everywhere. They square off and swing away, and Guida goes down. He recovers quickly and reaches for Henderson's legs even as Henderson keeps peppering him with short punches. Guida keeps digging for the takedown and Henderson is forced to put all his energy into defending for the moment. A chant of "Guida!" erupts in the crowd. Henderson manages to turn Guida and put his back against the fence in the clinch. Guida distracts Henderson with a short hook and then nearly gets the takedown, but they settle for disengaging and moving back towards the center. Jumping knee attempt from Guida, then a hard right that hurts Henderson. Guida tries to lock up a guillotine as Henderson tries for the takedown to let himself recover. They separate in the final ten seconds and Henderson goes to work with kicks before the horn. The crowd roars its approval. MMA Fighting scores it 10-9 for Henderson.
Round 2: Henderson catches Guida leaning in and hammers him with a knee. Guida shoots and gets the takedown, but can't keep Henderson down. Henderson turns it around with a takedown of his own, but Guida works up to his feet. Henderson works short punches and knees in the clinch, and Guida fires off a hook before getting another takedown. There is an awful lot of hair flying around in this cage. Henderson works back up and they continue battling in the clinch before working their way out. Spinning backfist from Guida surprises Henderson, but Guida loses his balance and tumbles to the mat. Henderson follows, looking to keep him down, and Guida nearly locks up a guillotine. Henderson gets off to the side and then takes Guida's back in the scramble, but there's not enough time for him to capitalize. MMA Fighting scores it 10-10.
Round 3: The crowd gives both fighters a huge ovation to start the third and final round. It doesn't take long before they square up and trade bombs again, with each man landing well. Henderson tosses out an axe kick that looks like something from a Taekwondo tournament. They clinch against the fence and Guida marches Henderson all the way across the cage in search of a takedown, but Henderson defends well and reverses him. Good knees in the clinch from Henderson, but Guida steps back with a hook and a head kick that both just miss. Henderson uses the whiffed kick to put Guida on his back, then takes his back when he tries to escape. Henderson has the body triangle here in the final minute, but Guida escapes and puts Henderson down. Guida's trying to lock up a guillotine from the top, but Henderson is hanging on, bucking from the bottom and forcing him to shift his weight. Guida's squeezing with everything he's got, but Henderson slips free and dumps him on his back, standing up and blasting away to the back of his head just before the horn. Herb Dean steps in to correct this, but the fight's already over, so it's just a friendly conversation. MMA Fighting scores it 10-9 for Guida.
Ben Henderson def. Clay Guida via unanimous decision (29-28, 30-27, 30-27)
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Mike Pierce defeated Paul Bradley via split decision at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Paul Bradley tries to sway the judges at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mike Pierce punches Paul Bradley at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mike Pierce lands a right hand on Paul Bradley at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Aaron Rosa defeated Matt Lucas via majority decision at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Aaron Rosa kicks Matt Lucas at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres push kicks Cole Escovedo at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres knees the body of Cole Escovedo at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres front kicks Cole Escovedo at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres celebrates Bruce Lee-style after his win over Cole Escovedo at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres defeated Cole Escovedo via unanimous decision at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cole Escovedo throws a jumping knee on Alex Caceres at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Alex Caceres tries to armbar Cole Escovedo at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Robert Peralta and Mackens Semerzier collide heads at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Robert Peralta throws a leg kick against Mackens Semerzier at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mackens Semerzier lands a kick to the body of Robert Peralta at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mackens Semerzier jabs Robert Peralta at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mackens Semerzier looks to ground and pound Robert Peralta at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Robert Peralta kicks Mackens Semerzier at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Norifumi "KID" Yamamoto throws a high kick against Darren Uyenoyama at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama throws a kick at Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mackens Semerzier falls down and desperately goes for a takedown against Robert Peralta at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Mackens Semerzier goes for a takedown against Robert Peralta at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Robert Peralta def. Mackens Semerzier via third-round TKO at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama tries to submit Norifumi "KID" Yamamoto at the closing seconds of the first round at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ricardo Lamas talks to Joe Rogan in his post-fight interview at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ricardo Lamas falls to a knee after beating Cub Swanson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ricardo Lamas begins to get emotional after beating Cub Swanson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cub Swanson punches Ricardo Lamas at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ricardo Lamas tries to escape a tight guillotine choke by Cub Swanson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ricardo Lamas attacks Cub Swanson from top at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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DaMarques Johnson knocks out Clay Harvison at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama exits the cage after his win over Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Norifumi "KID" Yamamoto walks off in defeat at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama def. Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama def. Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama kicks Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Norifumi "KID" Yamamoto pushes forward against Darren Uyenoyama at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama attempts to choke out Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Darren Uyenoyama attempts to choke out Norifumi "KID" Yamamoto at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Dustin Poirier defeated Pablo Garza via submission at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Dustin Poirier defeated Pablo Garza via submission at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Dustin Poirier submits Pablo Garza with an arm-triangle choke at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Dustin Poirier drops down punches on Pablo Garza at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Pablo Garza throws a kick at Dustin Poirier at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson slugs with Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida goes after Ben Henderson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida and Ben Henderson get ready for battle at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson punches Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson defeated Clay Guida via unanimous decision at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida tries to win over the judges at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Referee Herb Dean warns Ben Henderson for an illegal punch to the back of the head at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida tries to choke out Ben Henderson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson knees Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida wants more of Ben Henderson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson takes a breather between rounds against Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson knees Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida rushes Ben Henderson at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson knees Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Clay Guida charges Ben Henderson at UFC on FOX 1 on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Ben Henderson defends a takedown attempt by Clay Guida at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cain Velasquez is ready to defend his UFC heavyweight belt at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos moments before facing Cain Velasquez at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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The scene of the main event of UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos lands a big right hand on Cain Velasquez at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cain Velasquez tries to take Junior dos Santos to the ground at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos drills Cain Velasquez in the head at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cain Velasquez falls to the ground after a hard left at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos attempts to finish Cain Velasquez at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos attempts to finish Cain Velasquez at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos attempts to finish Cain Velasquez at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos celebrates his win at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos celebrates his win at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos celebrates his win at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cain Velasquez fails to defend his UFC heavyweight title at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Junior dos Santos is awarded the UFC heavyweight championship at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.
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Cain Velasquez leaves the Octagon without his belt at UFC on FOX on Saturday, Nov. 12, 2011 at the Honda Center in Anaheim, Calif.