Bernard Hopkins smashes Kelly Pavlik with a right hand during their 12-round bout in Atlantic City. ((Tim Larsen/Associated Press))

Bernard Hopkins gave Kelly Pavlik a boxing lesson and a first loss that he will never forget.

The 43-year-old Hopkins used lightning quick combinations and a cagey, near-perfect defence to embarrass and confuse Pavlik in a 12-round non-title bout Saturday night at Boardwalk Hall.

Hopkins, who dominated the middleweight class for a decade, made the 26-year-old Pavlik — the WBC and WBO middleweight champion — look slow and powerless in fighting at 170 pounds, 10 pounds over his weight class.

"I think this was my best performance, better than [Antonio] Tarver, better than [Felix] Trinidad, better than Oscar [De La Hoya], better than my 21 [middleweight] defences," Hopkins said. "I am extremely happy."

Hopkins received winning scores of 119-106 from judge Alan Rubenstein, 117-109 from Barbara Perez and 118-108 from Steve Weisfeld.

Hopkins went to work right away, landing several clean shots in the first against the Youngstown, Ohio, boxer. In the second, he made Pavlik's legs wobble with a perfectly timed right.

By the fifth round, Pavlik was bleeding from the nose, and by the seventh Hopkins was taunting him.

During one stretch in the round, Hopkins landed four or five straight punches, and then stepped back and wound up his arm for a bolo punch.

"He was a great fighter, but I knew my style and quickness was underrated and it was going to give him problems tonight," said Hopkins.

Pavlik (34-1) never stopped stalking Hopkins, of Philadelphia, but he never seemed to hurt him.

"I just could not get off tonight," Pavlik said. "I don't know why. It was not his slickness. It just wasn't me out there tonight. I couldn't do anything I'm used to doing. We're going back to the drawing board. It just wasn't me tonight. I'll be more comfortable going back to 160."

Despite the tinges of grey in his beard, Hopkins even looked the fresher fighter at the fight's end. He improved to 49-5-1, with 32 knockouts.

Most in the crowd had come to hail Pavlik, who had battered Gary Lockett in his first title defence at the same venue in June.

Hopkins landed a barrage of blows in the 12th round and started yelling at Pavlik in a move that was no more than a gleeful taunt.

"I wanted to pick it up and step it up," Hopkins said. "I wanted to stop him."

When the final bell sounded, both fighters continued to throw punches, forcing referee Benji Esteves to dive between them.

Hopkins then walked over to the television cameras and glared, wondering how so many had predicted that Pavlik would knock him out for the first time in his career.

Hopkins praised Pavlik after the fight.

"I was a fan of yours before the fight and I am a fan of yours now," Hopkins told Pavlik in the corner. "You just need to get a little more slickness. You need to bend your knees more like your coach was telling you. Middleweight is your destiny."