Saturday's UFC 64: Unstoppable at the Mandalay Bay in Las Vegas delivered a fight night full of surprises and the main event was the pinnacle of such as Brazilian Anderson Silva shocked Rich “Ace” Franklin to capture the UFC Middleweight title.

Champion Franklin is one of the sport's most respected and well-conditioned stars with an impressive record and a balanced freestyle attack that mixes striking well with a tight ground game. In taking on Anderson “The Spider” Silva, Franklin was meeting a very dangerous striker with Anderson having a solid Muay Thai and Jiu-Jitsu background. Wagering lines for the main event had Franklin holding as a solid -200 favorite at Diamond Spotsbook (www.betdsi.com) right up until fight time as backers of Silva took back +170. Although each weighed in at the 185 pound middleweight limit, Franklin was more physically impressive with his ripped, muscled physique. Still, the entire premise of disciplines such as Jiu-Jitsu is that weaker can overcome stronger by using leverage and submissions against seemingly stronger opponents and the show certainly would go on.

The bout began in a manner which would most favor the underdog from Curitiba as the two fighters began throwing kicks and punches, which is the style a feared striker like Silva preferred. Fresh off a 49 second destruction of Chris Leben, Silva would prove the victory over Leben inside the Octagon was no fluke. As the fighters first got close Franklin was all too willing to engage in a clinch with Silva, and this may have been the beginning of the end for “Ace.” The fighters traded knees to the body as Silva seemed to get the better of these exchanges despite Franklin attempting to land uppercuts on the inside. After briefly separating, the two were back to a clinch where Silva was set to do his best work. Franklin had a hard time getting free of Silva and decided to trade blows inside with the feared striker and the knees to the body from Silva clearly did more damage.

Spinning Franklin to the cage, Silva began to punish his opponent to the head and body with his wicked blows as the champion fought back as best he could yet seemed unable to break free or block, and was definitely getting the worse of the battle. In an attempt to cover his battered body, Franklin dropped his hands and left an opening upstairs. The experienced Silva took advantage with efficiency, firing a pulverizing knee to the face that broke the school teacher’s nose on impact and contorted Franklin's face.

Shaken to his molars and clearly out of it from the devastating blow, Franklin began his long lonely walk on Queer Street by wobbling toward the fence and tasting another partial kick as Silva jumped on his injured opponent. Before sustaining much more damage, the now former middleweight champion crumbled to the canvas in a heap. Silva did not pounce but rather hesitated just enough for referee “Big” John McCarthy to call a stunning finish to the one-sided beat down.

It was surprising to see that Rich Franklin did not have a different plan of attack, or that he wasn't able to implement one. It could be that Franklin simply underestimated his opponent and his power. However, considering the manner in which Silva destroyed granite-chinned Chris Leben that shouldn't have been the case. The Cincinnati native Franklin is always in fantastic condition and is more than capable of winning a possible rematch, but he may have to wait his turn. At the post-fight conference Mike “Quick” Swick called out his claim to the title shot, although UFC President Dana White correctly suggested that Swick may still need a fight or two under his enthusiastic belt.

Very notable on the undercard was shaggy Clay “The Carpenter” Guida taking on dangerous “Pretty Boy” Justin James in a 15-pound bout. With the UFC's new commitment to the lower weight divisions Guida is well positioned to have success should he continue to fight the way he did against James on Saturday. Well-rounded with an excellent chin to back up his strong college wrestling experience, Guida has had success with regional titles on his way to recording over 20 MMA victories.

The bout began with Justin James using his hands and kicks to keep Guida away, obviously well aware of Guida's wrestling expertise. After an early exchange that favored the “Pretty Boy,” the fighters were reset to the center of the ring. The -230 betting favorite, Guida used the opportunity to clinch again and absorbed some shots on his way to taking the fight to the ground. “The Carpenter” began to throw anything and everything as James found himself defending for most of the round. His patience nearly paid off as he maneuvered an arm bar with Guida on top of the now face-down James. Despite having a deep position James was unable to get enough leverage from the position in order to finish the bout. That, and the fact that Guida is very flexible and crafty, lead to Guida being able to maneuver into position to extract his arm and fight on another round.

The second and final round of the action-packed fight saw Guida with an all-out attack on his striking opponent as The Carpenter took Double-J to the ground once more. “Ground and pound” it was as Guida threw punches, elbows and even Mongolian chops down on his opponent in a ferocious attack. Relentless until the end, Guida had James seeking to take cover and in the process gave the fight away by giving up his back. That was the end as Guida skillfully seized the opportunity to secure a rear naked choke hold forcing James to tap out. Guida's granite chin, wrestling expertise and infectious enthusiasm make the Illinois fighter a fighter one to look out for.

The blood fest that was Lightweight Championship saw “Muscleshark” Sean Sherk overcome a strong willed Kenny Florian to take a unanimous five round decision. Sherk, a -350 favorite Saturday, was cut badly near his hairline as Florian landed at least two sharp elbows from the bottom that split Sherk open and had him dripping blood like a leaky faucet all through the bout. Still, Sherk was simply too strong for Florian and dominated the bout on the mat putting his wrestling background and strength to good use. Florian fared well with kicks when the fighters were standing up, but those moments were few and far between as Sherk effective dropped elbows inside and simply wore down his determined opponent.

Upset of the night as far as bettors were concerned had -500 favorite Cheick Kongo losing a split decision to undefeated yet untested Carmelo Marrero. Kongo utilized his Muay Thai expertise well but Marrero kept his distance and took advantage on the ground where Kongo was his weakest.

Up-and-coming Jon Fitch was the slight favorite and went on to win a lopsided decision over Kuniyoshi Hironaka. Hironaka holds impressive wins over several name fighters among UFC fans but simply couldn't get anything going against Fitch who defended a deep triangle early in the bout and won the bout fighting effectively both from his feet and on the ground.

Kurt Pelligrino forced Junior Assuncao to tap out in the first round after the submission specialist Pelligrino took the fight to the ground and in short order had his opponent's back. A rear naked choke hold ended things at 2:04 of the opening round of the night's opening bout.

Yushin Okami starched Canada's Kalib Starnes by third round TKO as Okami's striking was simply too much for Starnes. Still with lot's of potential, Starnes had taken a big step up in competition, but gained some valuable experience in the loss.

Spencer Fisher attacked with knees and punches to the head and body then tossed an uppercut-right combination that ended the night for underdog Dan Lauzon. “King” Fisher defended well off his back early in the fight as his young opponent tired late in the opening round and Fisher seized the opportunity by landing knees to the body as well as several unanswered strikes. Lauzon, just 18 years old and the youngest fighter to enter the Octagon, took the fight on short notice and it showed as he faded badly in a bout he had been winning.