LAS VEGAS -- Kevin Kelley was flat on his stomach wearing a look of disbelief -- not so much because he had been knocked down twice in the fourth round in a fight he had convinced himself he would win. And not because he was about to be rescued from the merciless fists of Marco Antonio Barrera 1:32 seconds into the fourth round of a brutally one-sided fight.

No, mainly Kelley's was stunned because he finally realized that in all likelihood, his career is finally over.

Kelley (54-6-2 with 36 knockouts) had absolutely nothing to offer Barrera (57-3, 40 KOs), who calmly stalked and counter-punched the former featherweight champ into submission. Kelley had none of the "Flushing Flash" that once made him a staple of boxing programming on HBO.

The reflexes the 35-year-old New Yorker once possessed now belonged to Barrera, 29, who dropped an off-balance Kelley midway into the first round with a perfectly timed counter right hand followed by a short hook. Follow-up hooks from Barrera violently rocked Kelley, who struggled to regain his footing as the round ended.

The fight was over before it began, and it never become much of a "fight" -- just another exhibition for the best featherweight in the world.

"I'm a little pissed off at myself," Kelley said. "I didn't fight like I trained. I didn't use my speed. I loaded up too much with single shots. He gave me mucho respect and I didn't use it to my advantage." Kelley shouldn't be hard on himself. He lost to one of the top five fighters in the world. And he tried to win, the veteran southpaw just had nothing to win with.

"I didn't come here for a pay day," he said. "I came to beat Marco Antonio Barrera. But I was not going to do that with one punch. He's the best featherweight in the world."

Indeed. Barrera countered every punch Kelley attempted to throw at the start of the second round. By mid-round Barrera punished Kelley's body, and buckled his legs with a double left hook to the mid section and head.

"In the first round, I figured I had him with the knockdown," Barrera said. "I knew from then on that I would get him with body shots."

The fight was over and the crowd of 5,000 enthusiastic Barrera fans knew it. Barrera's fans were so confident their man would end matters soon that they started a wave around the scaled-back Garden Arena.

With the victory, Barrera has now defeated six former or current world title holders in a row (Jesus Salud, Naseem Hamed, Enrique Sanchez, Erik Morales, Johnny Tapia, and now Kelley), but his last two challengers have been viewed by most observers as "gimme" fights. Barrera, to his credit, said that he would try to secure a rubbermatch with Morales, who is generally regarded as the second best featherweight on the planet.

In the co-featured bout, Derrick Gainer held on to his WBA featherweight title with a split decision over Oscar Leon in a fight that started out dull but heated up over the second half, thanks to the challenger's relentless pressure and a pair of knockdowns scored by the title holder.

The knockdowns Gainer scored -- in the eighth and 10th rounds -- allowed him to keep his title on two of the official score cards. Judge Carol Castellano scored the bout 114-112 for the busier and more aggressive Leon, but she was overruled by judges Duane Ford and Silvestre Abainza who scored the bout 114-112 and a silly 117-110, respectively, for Gainer.