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Gina Carano ready for close-up

Make no mistake. Gina Carano had a lucrative career in mixed martial arts ahead of her. Her striking beauty often made the first impression, but Carano's three-year cage resume has been nothing to dismiss, having included the first regulated women's bout in California, the first women's headliner on Showtime and the first women's fight on network television.

Still, many in the fight community who've interacted with the 29-year-old "Face of Women's MMA" knew she was destined for bigger challenges. This weekend, Carano takes on Hollywood, her most formidable opponent yet, starring in Steven Soderbergh's Haywire, the Oscar-winning director's action thriller with a twist.

GALLERY: Rare photos of Gina Carano

The twist, of course, is Carano, who plays Mallory Kane, a no-nonsense Black Ops private contractor double-crossed by the off-the-grid organization she works for. Soderbergh, who has a penchant for weaving stories around strong female leads, first saw Carano in May 2008, when the former muay thai competitor picked Kaitlin Young apart during a live CBS telecast. Joining an army of fans who flocked to the sport to watch Carano become arguably its biggest star, Soderbergh was immediately taken by Carano's balance of ferocity and femininity.

"This was a type of fighting that I'd never watched before and I thought Gina was extraordinary," Soderbergh said. "She had incredible presence and she seemed like a really unique combination of elements. When I saw her, I started thinking how I could build something around her and that's when I started thinking about putting her in a very male-dominated world to navigate through physically and philosophically."

In 2008, Carano's career was in no need of assistance. Her second nationally televised fight attracted one million additional viewers to build on the bout that had preceded it, a fight that featured a former UFC champion, no less. Carano was simultaneously starring on NBC's American Gladiators reboot as "Crush" (a role she'd originally turned down because of innate shyness), and lines were being drawn in the sand between network and fight promotion as to who would get more of her highly sought-after face time.

In 2009, ESPN the Magazine selected Carano as one of the cover athletes featured in its annual "Body Issue." Carano smoldered in red boy shorts, paired with fingerless MMA gloves and nothing else, her muscular body tensed to wreak havoc on a defenseless punching bag hanging in front of her.

At shows she was asked to appear at for autograph signings, fight promotions were ill-equipped to handle the throngs of fervent fans who gathered to see her -- no fighter, male or female, had ever gotten that type of frenetic reception before. This was a gal who could ignite a mundane weigh-in from the scales with a flash of her perfect, white smile; turn it on in the cage; then blow the roof off a venue with a girlishly impish post-fight address.

As Carano's star swiftly shot into the stratosphere, Soderbergh tracked her from afar. He contacted her agent 15 months later, not knowing it had been only a week after her disastrous first-round loss to Brazilian powerhouse Cristiane "Cyborg" Santos for the Strikeforce women's featherweight championship.

Carano had retreated to San Diego to lick her wounds and wasn't in the mood for visitors. A cut on her brow had drained down into a nasty black eye and she didn't feel herself. She relented to meet Soderbergh only after her agent mentioned his Academy Award-winning turn with Traffic, one of her favorite films.

"I had to pick him up at the San Diego train station and he's wearing a cap, glasses, jeans," Carano said. "I didn't know anything about Hollywood or directors or anybody else in this world. Needless to say, I had no idea who he was. We sat and had a really great discussion, just two normal people, and at the end of it he asked me if I wanted to be in a movie."

It's a dream scenario every actor prays for, but Carano, in her unassuming way, said she was just grateful that someone was willing to hire her for anything after the beating she'd taken on cable television a week earlier.

Soderbergh contacted screenwriter Lem Dobbs and asked him to watch a two-minute fight sequence from the 1970 film Darker Than Amber, in which two men go at it and destroy a cramped hotel room in the process.

"Lem said, 'If we can create a circumstance in which we have a scene like that where it's a man and a woman and the man is in a suit and the woman's in a dress and it's four-star hotel, we can work back from that idea,'" Soderbergh said.

That scene became the genesis of Knockout, which was later re-titled Haywire, an espionage-flavored thriller that would feature Carano as the star.

"I felt there was potentially an opportunity to swim upstream a little bit against the grain of what's been done lately in action movies, especially in the ones that have hand-to-hand combat," Soderbergh said. "If you have people involved who don't require doubles, who really [fight], then you can shoot in a style that doesn't necessitate cheating -- no wire work, no climbing up walls."

Working in dual roles as director and cinematographer, Soderbergh shot Haywire's short, tightly choreographed fight scenes in single, uninterrupted shots where possible, hoping to coax out a stronger visceral reaction from audiences. He gets them; moviegoers at a December advance screening cringed, clapped and cheered as Carano's character Kane punched, kicked, elbowed and kneed her way up the ladder of suspects to out and decimate the one who betrayed her.

Rather than lump her with an acting coach who might stifle her natural instincts, Soderbergh had Carano prep for the role with an intensive two-month camp led by former Israeli intelligence operative Aaron Cohen in Los Angeles. Carano took to handling weapons easily and soaked up Cohen's sharp and efficient tactical mentality. Cohen created scenarios and mock "missions" for her to complete around the city, armed with a blue dummy firearm. One assignment had Carano tracking a target, only to have the tables turned when she was ambushed coming outside a beauty salon.

Carano also studied with the 8711 stunt crew, a group well known in Hollywood circles for its acrobatic approaches to action sequences. This time became the incubation period for Haywire's fast-paced interludes.

In the film, Soderbergh utilizes Carano's graceful athleticism particularly well in chase scenes through narrow Barcelona streets ("I can watch her run for hours," said Soderbergh) and across moody Dublin rooftops (Carano had to conquer a fear of heights to complete all her own stuntwork, sans a three-story fall that was left to a professional for insurance purposes.)

Soderbergh said his mega-watt supporting male cast -- which includes Michael Douglas, Antonio Banderas, Ewan McGregor, Michael Fassbender and Channing Tatum -- was immediately taken with Carano's dual toughness and vulnerability, as well as her openness and trust in taking acting direction.

"There are different forms of bravery," Soderbergh said. "I'm certainly not going to go into the cage to fight a person. It's another thing to think of Gina doing a scene with Michael Douglas when you've never been in a movie before, and it's Michael Douglas and to be able to do that and behave as though you belong there. That's hard. That's a lot to ask of someone. I wouldn't fight and I wouldn't do a scene with Michael Douglas either."

The veteran director, who steered Julia Roberts to her coveted Oscar for Erin Brockovich, has given the novice Carano a role she is capable of pulling off for the most part. In the vein of characters immortalized by the likes of Jean Claude Damme and Dolph Lungdren, the stoic Kane is a controlled, mostly emotionless female super-soldier who chooses her words and reactions sparingly. Where Carano might have an advantage over the aforementioned is her palpable presence; she's luminescent onscreen.

However, it's the pivotal fight sequences -- Angelina Jolie can't throw a hook like Carano can -- that will register strongly with audiences. MMA fans, who've become jaded by a bombardment of sub-par straight-to-DVD movies that came with MMA's explosion in 2005, will be particularly pleased to see "their moves" sprinkled, not drenched, throughout the quick, real-time sequences.

Fassbender gets the honors in the pivotal grand hotel scene, which has Carano dressed to the nines in a black, formfitting Herve Leger sheath. The duo take turns tossing one another through expensive furniture and glass doors during a violent exchange that climaxes with Carano's Kane mounted on her attacker, pillow and silencer in hand, with a stocking-rip running up her muscular thigh.

Women will embrace Carano's refreshingly curvaceous figure and the way she powerfully wields it. In this scene, as well as in the film's opening vignette, Carano's male opponents strike first and strike brutally, a deliberate stroke of commentary by Soderbergh.

"There was something transgressive about having the woman being the one who is attacked first, that there's a sort of, in movie terms, a popular conception that women are weaker than men and that the only way that they can triumph in a hand-to-hand situation is if they somehow have an advantage from the beginning," Soderbergh said. "They trick the guy and they get the upper hand because they're being somewhat nefarious. Very consciously, in two circumstances, she's attacked in an unprovoked manner and has to work her way back into winning the fight. With someone like Gina, you can pull that off and have it be believable. She can really break you in half."

As Glenn Carano sat with his daughter a couple of months ago to watch the two-years' work that's kept her out of the cage, part of him was overwhelmed by what he saw. The other part wasn't. He'd come to expect exceptional achievement from Gina.

As Mr. Carano, a former back-up quarterback for the Dallas Cowboys, puts it, middle daughters tend to be a handful.

"On an April day in Dallas, Texas, Gina was born in a tornado warning," Glenn Carano reminisced. "She popped out carrying a character and spirit about her that if anything ever got boring around her, she'd make sure it wasn't boring for very long. She'd kick up her heels one way or another to get things going, like a wild force in the wind."

Ballet and jazz dancing, gymnastics and championship horse riding were all pastimes Gina excelled in, Carano said, until athletics became her main stage in high school. In sports, she was powerful and strong, but also had a will to match. If her basketball team was down by six points, she'd hit two three-pointers from mid-court.

"That's the competitor in her. She wasn't going to let anything beat her. She was game and wouldn't back down from anything."

Glenn was slightly taken aback when she dropped out of her final semester as a psychology major at UNLV, when her interest in muay thai turned into an opportunity to fly to Thailand. The reception Gina got abroad -- Thailand's major newspaper featured her on its cover to celebrate a big win -- readied him for her crescendo into MMA.

Ironically, Glenn served as a commissioner for the Nevada State Athletic Commission when the UFC came seeking MMA's legalization in the key state in 2000. Carano was one of the holdouts who refused to give his vote until he was assured more stringent regulations were in place for fighter safety. Little did Carano know that those guidelines would also protect his daughter some day and that he'd find himself cageside, cheering madly for a sport he once had serious reservations about.

"Her road to Haywire, to the big screen, has been a different road than most actresses ever take, and albeit her road hasn't taken her through the traditional acting classes, it's still been a tough one through the cage," Glenn said.

He admits there was a time before her fight with Santos where Gina felt uneasy about proceeding in light of contractual issues and squabbles raised due to her growing stature.

"She told me she didn't want to fight anymore, but then again, she knew the world wanted to see her fight Cyborg," he said. "She had it in her heart to see where she could go with it, though she didn't have the time I would have liked to have seen her train to fight someone like Cyborg due to her American Gladiator obligations. But she went for it and that takes courage."

These days, the elder Carano seems relieved to refer to his daughter as an actress.

"I sometimes wish she wasn't so game. In the fight business, it seems like she's almost willing to do anything," he said. "For me, it's been too nerve-racking to see her in the cage. Seeing her on the big screen has been a little less so."

Gina Carano has been especially delicate in answering questions about her awaited return to MMA.

"I have a very deep connection because MMA and muay thai is where I began living my life," she said, "but as bad as I wanted to do well in the Cyborg fight, I wasn't there mentally and I have to get that back first."

Intentionally or not, the sport piled heavy expectations on Carano's shoulders. The time away has given her a chance to rediscover an appreciation for a sport as a fan, she says, but ask her about acting and her eyes light up the way they once did for fighting.

As the Haywire press tour has pushed forward full-steam in the last month, the charismatic, pig-tailed fighter in caps and zipped-up hoodies has disappeared. An ever-evolving Carano, with her striking beauty reminiscent of old Hollywood, is blossoming into a starlet.

It's nice for the sport to think that Hollywood has only borrowed her for a short while, but the reality is that Carano's performance is engaging enough to court other offers. Carano has already been linked to a role in the forthcoming Percy Jackson & the Olympians sequel as Circe, referenced in Homer's Odyssey as one of the most beautiful and alluring mythical goddesses of them all.

Dependent on how audiences receive Carano in Haywire (and the reviews have been largely positive), there's also another iconic role in the wings that some will say she was born to play. Hollywood hasn't given up on its dream to breathe life into Wonder Woman on the big screen.

Gina Carano is already the Wonder Woman of mixed martial arts. It's time for MMA to share its leading lady with the rest of the world.

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