Alex Karalexis was expected to face debuting Chinese prospect Tiequan Zhang at this event, but was forced from the card with an injury and replaced by UFC veteran Jason Reinhardt. However, Reinhardt would also be forced from the card after failing a pre-fight eye exam, and was replaced by WEC newcomer Pablo Garza. The Zhang-Reinhardt matchup would later be rescheduled as a featherweight bout for UFC 127 following the UFC-WEC merger, with Zhang winning by submission.
Clint Godfrey was originally slated to face Demetrious Johnson at this event, but was pulled from the bout due to injury and replaced by WEC newcomer Nick Pace.
This event drew an average of 486,000 viewers on Versus.