Headlining the card were Tito Ortiz and Patrick Côté. Côté was a late replacement for Lion's Den fighter Guy Mezger, who pulled out of the event after being taken to the hospital due to stroke-like symptoms.  Patrick Côté was moved from the undercard to the main event.
The event included another episode of "On The Mat", teaching the Kimura. This event was also featured on the first season of The Ultimate Fighter.
^For the UFC Welterweight Championship. Hughes becomes the UFC Welterweight champion filling the vacant title. Hughes had previously lost the title to BJ Penn, but Penn had been stripped of the belt after signing with K-1.
^Lutter was a replacement for Patrick Côté, who filled in for Guy Mezger in the main event.