(The following are uncensored thought balloons, as uncovered by R-Dub and Road Dog, taken from A-list and B-twist celebrities who were in attendance at the Lennox Lewis-Mike Tyson heavyweight title beat-down Saturday night at the Pyramid in Memphis.)

	Jennifer Lopez was minus one dancer at the Lewis-Tyson championship fight.

Benicio Del Toro -- "... I am ... the bull ... I do not know ... this Heidi Fleiss."

Heidi Fleiss -- "Could have made a mint here, once upon a time ..."

Wesley Snipes -- " 'Blade III' ... then what? Oh, man, Mike. Don't that hurt? Seem like it would hurt real bad. Gotta get you into martial arts, dog. Heee-yah!!"

Jennifer Lopez -- "Free from Judd, Free from Judd, thank God almighty, I'm free from Judd ... I'm not flighty, I'm not in way over my head, I'm not a babbling ditz; I can too sing ... hmm ... wonder if Lennox Lewis can see my butt, if I turn ... now."

Denzel Washington -- "I know I, for one, can see J-Lo's butt. But I'd rather see a timeless script. I've got a couple. Hurricane me, baby ... Lakers rule ..."

Clint Eastwood -- "Move, D. I wanna see J-Lo's butt, and I don't care about scripts no more. Just get me in a foursome at Pebs with Tiger. J-Lo's butt seems kinda wide. Can't do anything with that, at this point. Oh, that's a trailer? Where's my glasses?"

Kevin Bacon -- "Let's see, the extra I tagged on 'Hollow Man' once had a boyfriend who was fondled by a priest who gave confession to a trustee named Ramon who beat up a 'guest' who wanted to know Tyson in the biblical sense at Tryon School for Boys in the Bronx. It does work every time!"

	Donald Trump makes it to Kevin Bacon, right, in one move.

Gregory Hines -- "I hosted the Tony Awards. I'm still hot. Well, warm. Lukewarm?"

Cuba Gooding Jr. -- "One day I will get all the roles Morgan Freeman gets now. Just a matter of time. I'm giddy. I'm so %#^@$! giddy? Oh, crap. I'm sad as hell inside. If people only knew my angst ... but they never will. Beam, Cuba! Ain't about how you feel inside. Grin! Shuck! Jive! Hey. Screw you. I got Cruise on speed dial."

Montel Williams -- "Mike Tyson wants to be on my talk show. Mike Tyson needs to be on my talk show. I can help Mike Tyson. I can heal Tyson. Let me touch the cuts around his eyes. I feel your pain. Heal ...! Help me improve my ratings book, but that's not what's important. Your life's important. Yeah, right, sure."

Morgan Freeman -- "Anybody going down to Miss'sippi to my blues club? Anybody at all?"

Justin Timberlake -- "I'm over Britney Spears. Well, I never actually got over Britney Spears, and she never got under me ... maybe I can hit on Britney's little sister ..."

Samuel L. Jackson -- "I'm hosting the ESPYs, I'm hosting the ESPYs, nah-nah-nah-nah-nah--nah. How come Denzel got a career Oscar before I did? Did you see 'Pulp Fiction'? Did you see what I did with Jules? Somebody needs to recognize."

Latrell Sprewell -- "Choke him, Mike! Choke that %&%#! Awwwww ... combinations, Mike! Combinations! Awww ... when am I going to get some help around here?"

	Chris Webber and Tyra Banks check out the action at the big fight.

Alonzo Mourning -- "Why is Jerry West looking at me like that? That's the way I look at Halle Berry. I'm a married man. I'm just not a whipped married man. That's Doug Christie. I don't know who's here, but I know who ain't here. Doug Christie. Pitiful."

Dikembe Mutombo -- "Please stop pooshing me in my bahk, 'Zo! Holly can wait. Holly who? Holly Berry. Who is Geoffrey Holder? Why do people say I sound like him? Hahahahaha!"

Gary Payton -- "... why do I wear gear with Jordan on it? 'Cause I just do."

Charles Woodson -- "... Damn. My toe bone still hurts. Deion says it's always gonna hurt. Then they take that sack-fumble away from me. Screw the Bowl, man. That's a Hall of Fame move. Stripping my Hall of Fame cred ..."

Leonardo DiCaprio -- " 'Gangs of New York, Schmangs of New York' ...think outta the box. Martin Scorcese. Nutzo. Need something Titanic-ky, but not real obvious ..."

LL Cool J ---"Mike should have licked his lips before he went out there ... need me another rapper to rivalry with ... so no one notices my flow is mad wack ... my people say I was better than Sam Jackson in 'Deep Blue Sea.' Sam is jealous of me. Jamie Foxx is jealous of me. I'll kick both their asses ... where's my tub of Carmex?"

Holly Hunter -- "I will not go out like Sally Field ... I'm as good as Frances McDormand. But I refuse to sleep with a Coen brother just to further my career ... I've got more self-respect than that ... unless one of them asks me to ... then I'll be the freak show of freak shows ... I'm even better because it seems so incongruous."

Tobey Maguire -- "Am I the absolutely luckiest dude in the universe, or what? ..."

Thomas Jane -- "Where's my action vehicle franchise? Ben Affleck as Jack Ryan? Matt Damon as Jason Bourne? Please. Oh please. My agent's approaching this thing all wrong. Maybe the thing to do is throw myself at Cameron's feet. Gotta be life after '61*'."

Charlie Sheen -- "Hot Lesbo Witches from Hell ... Hot Lesbo Witches from Hell ..."

	Talkin' 'bout Shaq? Isaac Hayes and Denzel Washington, right.

Isaac Hayes -- "Told R. Kelly not to tape it."

Matthew Broderick -- "... nobody can link me to R. Kelly ... but must find that other videotape ..."

Matt Dillon -- "... 'shrooms, man. It's gotta be the 'shrooms."

Chris Webber -- "... nobody can link me to Tyra unless I say so. I am King. I let Mike Bibby shoot in the last two minutes. I could shoot, but I'm unselfish."

Drew Gooden -- "Damn, Tyra. She's looking. I'm telling you, I feel her looking. Every time C-Webb turns away, she looks. I know when a honey is looking. Got me dibs on Tyra. I'm better than Webb. Be cool, Drew. Just be cool. Webb must never know."

Tyra Banks -- "Let's see -- movie director, check, pop singer, check, NBA superstar, check. Think now I've convinced everybody this rack is mine; now if I can just get to those three remaining videotape copies of 'Higher Learning,' I'm set. Who's that tall boy over there? Men are pigs."

David Hasselhoff -- "... natural blond ... ... ... ..."

Ralph Wiley spent nine years at Sports Illustrated and wrote 28 cover stories on celebrity athletes. He is the author of several books, including "Best Seat in the House," with Spike Lee, "Born to Play: The Eric Davis Story," and "Serenity, A Boxing Memoir."