In Saturday's other feature matchup, Montreal fighter David ``The Crow'' Loiseau dropped a unanimous decision to Mike ``Quick'' Swick.

Hughes (42-4-0) delighted the sold-out crowd at Arrowhead Pond, pounding a fatigued Penn with close to 30 punches to the face after pinning the Hawaiian's arm to the mat. Referee John McCarthy stopped the fight at 3:53 of the third round, and Hughes leapt to his feet in elation.

``You are the greatest champion ever,'' UFC commissioner Dana White told Hughes after the fight.

For Hughes, the victory capped two years of waiting _ and hungering _ for a return bout against the last man to beat him.

Penn stunned Hughes at UFC 46: Super Natural in 2004, winning by submission to capture the title. Penn promptly left UFC in a contract dispute, and Hughes recaptured the belt five months later.

Since then, the five-foot-nine mixed martial-arts machine has mowed down everyone in his path, and was set for a title defence against Montreal native Georges St. Pierre. But Hughes really wanted Penn, and received his wish after St. Pierre pulled out with a groin injury six weeks ago.

After taking several solid punches to the face _ and a thumb to the eye _ late in the first round, Hughes kept Penn pinned to the mat in round two, only to have Penn reverse into a triangle choke and armbar. Hughes scrambled to relieve the pressure on his throat as the second round ended.

Penn looked gassed at the bell, and couldn't maintain the momentum as Hughes picked his opponent apart with well-placed strikes. With Penn pinned to the mat, Hughes wailed on his head with right hands and elbows on the way to his sixth straight UFC win.

``I kinda wish B.J. was in shape for five rounds,'' Hughes told UFC after the fight. ``But he either couldn't keep up with my power, or he wasn't in shape.''

Hughes will next defend his title against St. Pierre in November. Hughes beat the Canadian by submission in their only previous meeting two years ago at UFC 50: The War of 04.

Loiseau (15-6-0) appeared tentative in his first bout since a five-round loss to middleweight champion Rich ``Ace'' Franklin at UFC 58. Meanwhile, Swick (12-1-0) lived up to his nickname, repeatedly dizzying Loiseau with a series of punches while gesticulating throughout the bout.

After spending most of the second round on his back, Loiseau responded by taking Swick down to the mat in the third, stunning him with several hard elbows. Swick got back to his feet and cemented the victory with a late takedown.

Swick, who entered Saturday with four straight first-round wins, gave Loiseau credit for a tough bout.

``Dude hits hard,'' Swick told UFC, ``but I'm tougher than I look.''

The hardest punch of the night came from one of the smallest fighters, as Melvin ``The Young Assassin'' Guillard (39-6-3) used a well-placed body shot to subdue Gabe ``Godzilla'' Ruediger (10-3-0) in the second round of their lightweight bout.

Guillard, who talked plenty of trash prior to the bout, backed his words up with a series of takedowns and stinging punches in the early moments. Ruediger retaliated in stunning fashion at the end of the first round, taking Guillard down and raining punches on the side of his head.

Guillard put an abrupt end to the fight early in the second round, felling Guillard instantly with a right hand between the ribs.

``To get hit in the stomach like that and to go down right away, you gotta have a soft-ass stomach,'' Guillard said after the bout.

In a battle of light heavyweights, Rashad Evans manhandled Jason ``The Punisher'' Lambert, posting a second-round knockout to improve to 10-0-0. Evans, a former Division I wrestler at Louisiana State, used his grappling background to good use, flinging his smaller opponent to the mat a number of times.

Evans, who won the heavyweight portion of the reality TV show The Ultimate Fighter 2, kept Lambert (22-6-0) pinned to the ground, dodging punches for the majority of the bout. After wearing Lambert down, Evans blitzed him with a flurry of uncontested punches to force the stoppage.

Despite earning his most decisive UFC victory, Evans said he doesn't feel ready for a title shot yet.

``I wanna take my time to mature my game and my mindset so when the time comes, I'll be ready,'' Evans said.

Joe ``J-Lau'' Lauzon posted the biggest upset of the night, knocking out former UFC lightweight champion Jens ``Little Pulver'' in just 48 seconds. Lauzon (13-3-0), making his UFC debut, crushed Pulver with a left hook, sending him sprawling to the canvas.

Pulver (21-7-1), the only lightweight champion in UFC history, was making his first Octagon appearance since beating Penn by majority decision at UFC 35: Throwdown in January 2002.

In other results:

_ Roger ``El Matador'' Huerta (17-1-1) earned a unanimous decision over Jason ``Dynamite'' Dent (12-7-0);

_ Eddie Sanchez (8-0-0) continued his run up the heavyweight ladder with a convincing win over Mario ``Sukata'' Neto (9-4-0), knocking him out 17 seconds into the second round;

_ Jorge Gurgel (13-1-0) scraped out a split decision over Danny ``The Assassin'' Abbadi (2-3-0).

_ Tyson Griffin (8-0-0) cruised to victory over David Lee (5-2-0), defeating the England native by rear naked choke at 1:50 of the first round.

Notes: Celebrities in attendance included movie star Rob Schneider, who removed his shirt to the delight of the crowd. ... St. Pierre told UFC he wasn't upset at being bumped from the card. ``It's not frustrating,'' said St. Pierre. ``In life, nothing happens for nothing. Maybe if I get injured, it's for a reason. I'm going to come back stronger.'' ... UFC 64 takes place Oct. 14 at Mandalay Bay Hotel in Las Vegas. The main event features Franklin defending his middleweight title against Anderson ``Spider'' Silva.