88,000 fans paid out $1,000,832 to see Max Baer fight Joe Louis in a non-title bout at Yankee Stadium, in the Bronx, NY on September 24, 1935. The history behind the bout is as follows:Max Baer put in 6 weeks of hard training to prepare for his bout with Joe Louis. No nightclubs, no showgirls, no playing to the crowds. He knew his entire career was at stake with this bout. \"Whatever happens in this fight,\" he told Grantland Rice, \"just put it down that I\'m in the best condition I ever knew in my life. If Louis can whip me now, he can whip me any time I started.\" He was indeed in superb condition and he sounded confident, but several reporters and even a \'mental expert\' noted as the fight date drew near, Baer seemed \"brooding\" and his \"imagination was working on him.\" In addition, his hands were now giving him trouble constantly.Just after Max\'s death, his accountant, Bayard Bookman stated that Baer broke his right hand during an exhibition fight three weeks before the fight, but kept it quiet. He was given a shot of Novocain before walking into the ring to fight Louis. When the needle was inserted too near the wrist, instead of controlling pain it deadened his entire right arm. \"Max had the intelligence and imagination to know what Louis could do to him, and here he was going in with his main weapon - his only weapon, actually - useless.\" When the opening bell rang, the two warriors sized each other up, then a nice slugfest at the end of round 1 had the crowd going wild. By round 2, only Max\'s amazing ability to absorb Louis\' hardest punches kept him upright, though again there was a nice exchange at round\'s end. It seemed though, as if Max had shot his wad. Louis had taken Baer\'s best right and \"didn\'t even blink.\" \"Max might as well have thrown a cream puff against a brick wall.\"In round three, Louis let loose with a barrage of lefts and rights as Max leaned on the ropes. Joe delivered a blistering hard right and fans watched in astonishment as Max was knocked to the canvas for the first time in his career. Moment later, Joe\'s feet literally lifted into the air as he unleashed yet another combination of punches. When the bell sounded, even referee Arthur Donovan seemed relieved to hear it toll, rubbing Max\'s neck and solicitously escorting him to his corner. Then \"in the 4th round, Max had had enough. Dropped to one knee by a sizzling left hook, Max paid little attention to the referee\'s count. Instead he calmly raised his gloved hand and smilingly waved goodbye to the crowd.\" Asked later whether he had quit, he replied, \"I wasn\'t going to get up to be killed just to satisfy the crowd. Believe me, if I\'m going to get executed, they\'ll have to pay more than 25 dollars a piece to see it. Quit ? Sure I quit. But I was just being smart. I don\'t want anybody going around telling what a brave guy I was-after I\'m dead.\" In \"11 minutes and 51 seconds, the youthful Negro punched Baer into a bloody, senseless wreck; a battered figure still trying to muster the pretense of his once marvelous powers of resistance, fading out of the picture in defeat with magnificent gestures of futility.\"Those who witnessed the fight in effect watched the torch being passed from the old style puncher to the emerging modern warrior. Louis\' defense was liquid smooth, his punches rattlesnake quick. Years later, when asked about the bout, Max stated that \"fear is standing across the ring from Joe Louis and knowing he wants to go home early.\" Louis was so confident of winning the fight, he had married that morning and was obviously anxious to go home !