The memory Larry Holmes owns of this night may never go away. The bright lights failed him and his waltz with history died.

Rocky Marciano's record of most wins by an unbeaten heavyweight champion is safe. Spinks fought with great heart and spirit and defeated previously unbeaten Holmes, who lost his first fight in 49 outings, on a unanimous, 15-round decision.

Judges Dave Moretti and Harold Lederman each scored it 143-142. Judge Lawrence Wallace scored it 145-142. All three judges gave the final round to Spinks (29-0), providing the difference on two cards.

"Michael landed more punches," said Lederman. "Larry never double jabbed. He threw very few combinations."

Spinks, 29, became the first light heavyweight champion in history to beat a heavyweight champion in a heavyweight title fight.

Spinks joined older brother Leon as the only siblings to win the heavyweight title. Leon Spinks held the title in 1979 after a stunning upset of Muhammad Ali.

Immediately afterward, Holmes, 35, saying he "had nothing to prove," said he wouldn't fight again. He said quietly, "I had my time."

Spinks said, "I didn't lose any speed (from the added weight). I was hitting faster at the end than the beginning. Once I had him hypnotized, even mesmerized, he watched my head instead of my hands."

Holmes earned at least $3 million for the fight and Spinks at least $1.1 million. Holmes was attempting his 21st defense in seven years.

Holmes, at 221 1/2 pounds, had a 21 1/2-pound weight advantage over Spinks.

In the chaos of a crowded news conference shortly after the bout, Holmes said he was taking credit for "bringing Rocky Marciano back to life . . . If you want to get technical, Rocky Marciano couldn't carry my jock strap."

He also said, "I left the ring and people were shouting, 'Larry, they screwed you. They screwed you, Larry.' "

"I never saw myself winning this fight," Spinks said. "It tells me something. I had problems all week. Things weren't right in the gym. But all those bad things turned out to be positive . . . All I was doing out there was performing. I was hitting him more than he was hitting me."

Holmes came into the bout throwing his left jab but with little effect. In the first three rounds, Spinks was the stalker, shoving his much smaller body into the flab and bulk of Holmes, who seemed reluctant to do anything but rock back on his heels and swat at his game opponent as some country bumpkin might swat at a pesty bottlefly.

"He never once hurt me," Spinks said. "He never got me in trouble. When he got close enough I went after him and threw one of those athletic fits. He never got me drunk like he wanted to do. So he never bugged me."

Spinks dominated the middle rounds, fighting with a spirit that enabled him to own the momentum and score at will. His combinations started to connect, and Holmes seemed to be surprised at the smaller man's firepower. By the end of Round 8, a mousy swelling appeared over Holmes' left eye and he looked old and weary. The crowd was in Spinks' corner as they chanted, "Michael, Michael, Michael!" The left jab that had served Holmes so well through the entirety of his career now resembled a silly play thing. And he teetered on legs like those of a small child trying to walk for the first time.

"That style of his presented a problem," Holmes said. "It was weird, unorthodox. Whatever it was, I lost the fight."

Holmes said he coasted the 10th, 11th and 12th rounds to preserve energy for the last two, which proved to be his greatest accomplishment. Although he appeared frustrated, Spinks continued to charge into Holmes and throw everything he had. When the champion looked strong, Spinks regrouped and came in even stronger. When Holmes started to move and landed a hard left and right, Spinks moved, too, and landed a few hands of his own.

"I think all my movement startled him," Spinks said. "I felt like I was burning. The extra weight on me wasn't food or fat. It was all muscles. I went in there with a totally rebuilt body."

"He was so awkward," Holmes said, "I just couldn't get a good shot in."

Holmes was stationary only in the next-to-last round. In the 15th, a beady trickle of blood laced his brow and his arm hung heavy against his sweating body. The chant for Spinks rocked the desert night, and the challenger, who would be champion soon enough, rallied behind this hue and cry. Spinks landed a good right that weakened Holmes. Then he threw another right and weakened him more still. When it was over, one champion let his gloves fall at his side. The other, Michael Spinks, raised his high and looked beyond the excellent glare of ring lights and into the heavens.

"I'm a champion," Holmes said. "And I'm not ashamed. I accomplished a lot. I owe nobody nothing . . . I think this would have been my last fight anyway. The symptoms were starting to show and it's just time to quit."

At the news conference, Holmes first thanked his wife and friends for helping him during his career then began a verbal assault against those he thought hurt him along the way. He excoriated one reporter for labeling him as racist, then said, "There will never be a white champion as long as black champions are fighting the way they are."

During his tirade, he also accused Peter Marciano, Rocky's younger brother, of "freeloading off your dead brother. You can go to Boston or wherever you come from and shove it . . . You can never do what I've done. I'm fought my butt off, it takes a helluva champion to do what I've done."

In the back of the room, Peter Marciano embraced his nephew, Rocky, Jr. They didn't say anything, they just stood there. Larry Holmes was talking, but he was no longer champ.

In the featured undercard bout, two of the meanest fellows in town squared off in a blaze of heat and dust. Earlier this week, Alfonzo Ratliff III, otherwise known as "Stringbean," said he would "hit Bull Benton in the shoulder blades and knock him, dead." Ratliff -- that goodness -- was more talk than do.

Bernard Benton, who hardly resembles a bull except for his stubborn, unrelenting charge, won the 12-round unanimous decision to claim Ratliff's World Boxing Council cruiserweight title. Ratliff (20-3), of Chicago, was one of the muffins Holmes included on his list of possible candidates for his 50th fight in November. Benton, who comes from Toledo, Ohio, is 18-3-1.

In another preliminary, Julio Cesar Chavez (46-0) successfully defended his WBC superfeatherweight title against Dwight Pratchett in a 12-round unanimous decision. Chavez pecked away at Pratchett, drawing blood from his nose and almost closing both eyes.