Miller had the usual entertaining entrance, and danced with the dancers while heading to the cage.

Round 1: Shields got a takedown immediately and pinned Miller against the cage. Shields got Miller's back and flattened him out. Miller was able to roll over, and Shields got full mount but Miller was able to power out and get to his feet. Shields shot at Miller again and pressed him against the cage before dropping to the ground. Shields landed shots to Miller's body and Miller made a gesture suggesting that he wasn't fazed. Shields kept Miller pinned against the cage, and the crowd began booing. Miller was able to stand up, pinned Shields against the cage and then scored a big takedown slam. Miller went to land a big right to Shields on the ground, but Shields was able to dodge it and they were back to their feet. Miller nailed a suplex on Shields and landed a couple of shots on Shields as the round came to a close. Miller ended strong, but FightLine.com scores the round 10-9 for Shields.

Round 2: Miller landed a big left hook to start the round. Shields pressed Miller against the cage. Miller was able to take Shields back and took him down. Shields had Miller in a body lock and was able to get on top but Miller was able to push off of the cage and Shields was able to get Miller's back and attempted a rear-naked choke. Miller scrambled, and Shields was able to get side control. Shields pinned Miller against the fence and got Miller's back and went for the rear-naked choke again, but Miller was able to defend. Miller escaped and got on top of Shields and tried to pound him out, but Shields grabbed Miller's leg and went for a heel hook. Miller maintained control as the round came to an end. FightLine.com scores the round 10-9 for Shields.

Round 3: Miller came out swinging and took Shields to the ground. Shields got to his feet and was able to take Miller down. Shields got side control and passed into full mount, but Miller was able to shrug him off. Shields got Miller's back again, and continued to pepper away at Miller with shots to the head and body. Shields got on Miller's back, but Miller was able to roll him off and got back to his feet. Miller pressed Shields against the cage. Referee Big John McCarthy paused the action for a moment because the tape was coming undone on Miller's glove, but had them resume with Miller pressing Shields against the cage. Shields managed to get control and pinned Miller against the cage. The crowd started booing again due to all the ground work. Miller got to his feet, but Shields took and down and Miller managed a reversal and got Shields back. This time Miller attempted a rear-naked choke, and was able to secure it. Miller looked to be close to finishing Shields as the buzzer went off to end the round. Shields was really saved by the bell. FightLine.com scores the round 10-9 for Miller.