LAS VEGAS - Georges St. Pierre's strategy against B.J. Penn was simple.

"We wanted to discourage him and then drown him in the later rounds," explained trainer Firas Zahabi.

The strategy worked to perfection. St. Pierre took Penn out of his comfort zone and then laid a beating on him, recording a memorable mixed martial arts victory in a marquee champion versus champion matchup Saturday night at UFC 94 before a soldout crowd at the MGM Grand Garden Arena.

Referee Herb Dean, on the advice of doctors and with the agreement of the Penn corner, stopped the bout after four rounds. A battered, bloodied Penn headed to hospital while St. Pierre celebrated a second win over the fighter known as The Prodigy.

"Georges St. Pierre completely dominated the fight," UFC president Dana White said. "He said he was going to do it and he came in and did it."

Neither man lost their title. Because the fight was contested at 170 pounds, Penn retains his lightweight championship at 155 pounds. St. Pierre emerges with his welterweight crown.

But St. Pierre (18-2) gets all the glory, with the kind of dominant performance that sends shudders down other fighters' spines.

In administering a beatdown to Penn, the 27-year-old from Montreal elevated himself alongside UFC middleweight champion Anderson Silva -- and perhaps former Pride heavyweight champion Fedor Emelianenko as the best pound-for-pound fighter on the planet.

Penn (13-5-1) had also been in the mix -- until Saturday.

White stuck with Silva as the world No. 1, but said St. Pierre was now officially No. 2.

"Anderson has been annihilating everyone for some time now. Georges has some work to do. If Georges takes out (No. 1 welterweight contender) Thiago Alves, he's on his way."

Alves, one of the biggest welterweights around, is next. Silva, who fights at 185 pounds, is a big-ticket challenge for later.

The judges scored the first four rounds 40-35, 40-34, 40-34 for St. Pierre, who softened Penn up in the clinch at the fence in the early rounds, then took him down later and had his way with him, delivering heavy blows from above.

"It was a kick-ass fight," White said. "He came in and did exactly what he said he was going to do and he dominated one of the best fighters in the world."

Penn, a former welterweight champion, is considered one of the best strikers in MMA. Combined with a world champion jiu-jitsu base and a formidable takedown defence, he is a fighter to be feared -- especially when he applies himself in training as he has done for recent fights.

The St. Pierre camp knew the Hawaiian likes to take control in the first few rounds. So they had the bigger Canadian take him to the fence, tie him up in a clinch and use knees and elbows while looking for takedowns if they were there. The idea was to make the 30-year-old Penn work, to ensure lactic acid built up in his muscles, without St. Pierre expending all his energy on takedowns.

"We felt that because he was smaller than us, we could bully him a little bit in the clinch up against the fence," said Zahabi.

Penn resisted the takedown attempts in the first round, but St. Pierre knew he had him early.

"I knew I broke him mentally after the first round," St. Pierre told reporters later, occasionally applying an ice pack to his forehead to reduce some swelling.

St. Pierre, one of the most effective wrestlers in MMA, took Penn early in the second from a clinch at the fence, landing heavy blows from on top as the crowd chanted "GSP."

In the third, the Canadian busted open Penn's nose with a stinging jab and the blood started to flow. Penn went down again, but fought his way back up and tried unsuccessfully for a takedown of his own at the fence. St. Pierre stuffed it and then took out Penn's legs, hurting the Hawaiian again from above.

St. Pierre still looked fresh. Penn looked frustrated as the round ended.

St. Pierre started the fourth with a few crisp blows and a takedown, working his way to side control. He trapped Penn's arms and punched away. Penn was taking a beating and when the round ended, it was time to end it.

"He's a very tough guy," St. Pierre said.

Penn's brother J.D. said Sunday B.J. was fine. "Just a few bumps and bruises. "

But Penn was outmatched and outgunned. The five-foot-nine Hawaiian came weighed in at 168 pounds and probably fought at around 170.

St. Pierre, who is 5-10, was probably 185 to 187 pounds by the time he entered the cage.

"I'm not going to use size as anything," said White. "Georges beat him tonight. Period."

Another part of the GSP plan was to show a different side. Muay Thai trainer Phil Nurse worked on the clinch with St. Pierre, something that had not been a big part of the St. Pierre arsenal before.

Trainer Greg Jackson, a key member of the GSP team, knew that when Penn rolls with an opponent, he likes to stay connected with him in the guard position so he can react. Jackson had St. Pierre pull back out of the guard, standing up so he could deliver damaging blows from above.

Jackson also knew that Penn, on his back, likes to plant a foot on his opponent's thigh. So he had Zahabi yell at St. Pierre to keep knocking the foot away.

It was all about taking Penn out of his comfort zone.

"I fought my fight. B.J. had to fight my fight," said St. Pierre.

The Canadian was machine-like in his performance, steamrollering Penn.

"That pace Georges set, for lack of a better word, is sick," said Jackson, crediting strength and conditioning coach Jon Chaimberg of Montreal.

"You have to be that way to give Georges a fight. At 168 (pounds), B.J.'s an amazing fighter. But Georges is just too big and too strong and too explosive."

Even Chaimberg was amazed at the pace St. Pierre was setting.

"Just remember you're in shape," he told his fighter as he tried to hype him up for the third round. "He turned around and said Jon, `I'm in fucking shape."'

The fight had become personal with both camps angry at comments made during a three-part, US$1.7-million TV preview show. Penn called the Canadian a quitter, a front-runner, and a "little bitch" who tapped out to strikes from Matt Serra when he lost his title in UFC 69.

Zahabi came in for special attention from the Penn camp after he said St. Pierre planned to finish Penn, to go one better than the split decision the Canadian had scored at UFC 58 in March 2006.

That annoyed St. Pierre, who considers Zahabi a brother.

"When he insulted him, he made me very mad. But I didn't fight with my anger, I fought with my heart."

Words had been exchanged after the first fight, said Zahabi. No one had forgotten them.

"With B.J., it got a little personal," Zahabi agreed. "So we prepared for longer, we prepared harder, we brought in more people, we pushed ourselves even farther. I've never had such a difficult training camp."

White said Penn will defend his lightweight title against Kenny Florian next, adding he didn't think he would need to encourage him to stay at 155 pounds.

Penn will fight on, but his reputation has been dented by the way he was thumped by St. Pierre -- even though he never tapped. While still a great fighter, his aura of invincibility is not what it used to be.

Asked how he would fare against Penn, lightweight Clay Guida said: "If the B.J. that showed up tonight shows up against me, I love that fight, man."

Guida won a decision over Nick Diaz on the night.

St. Pierre's purse was US$400,000, including a $200,000 win bonus, according to the Nevada State Athletic Commission. Penn got $125,000, missing out on a win bonus of $125,000.

Both fighters will make more since the UFC does not disclose other bonuses or any cut of the pay-per-view revenue.

In the co-main event, Lyoto (The Dragon) Machida looked razor-sharp in stopping Thiago Silva in a matchup of unbeaten Brazilian light-heavyweights.

The show drew 14,885 and a gate of US$4.3 million.