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The first time Lisa Hedges sat at ringside and saw two women circling each other, eyes locked, fists cocked, she felt a rush of excitement in her gut that could not be denied.

Those women were on the edge -- a place where all that mattered was smarts and muscles. Nowhere to hide, and no excuses.

It was a feeling, she said later, of looking down a path that would change your life -- like getting married -- and deciding to step forward.

The next day, she left the mirrors and Stairmasters at her Hamburg health club and climbed the stairs to the boxing gym on the second floor of Clark Hall, on the University at Buffalo South Campus. Here were the heavy bags, weighted to simulate the human torso, the speed bags for developing punching rhythm.

Here was the ring, where she could already see herself ducking and throwing jabs and raising her hands in victory.

"I went in," she said of that day two years ago, "and got addicted."

A few years earlier, Lisa Hedges' epiphany wouldn't have gotten far. Until 1993, when the sport's national governing body, USA Boxing, was hit by a lawsuit, women's boxing was considered in the same league as carnival sideshows and mud wrestling.

Five years later, USA Boxing estimates that about 1,200 women compete in organized boxing programs coast to coast, double the number of a year ago. That doesn't count the thousands more who have taken to a boxer's training regimen strictly for the cardiovascular benefits, never intending to climb into the ring.

A growing professional circuit has provided undercards for men's championship bouts, including the recent Evander Holyfield title defense. But most of the matches remain strictly amateur, among women who box for status and love of the sport.

And you do have to love it, Hedges said, or go back to your step aerobics.

"You go to the gym, and it's stinky. You sweat. Your makeup is going to run. You have to be secure in who you are."

At the same time, she's so instinctively competitive that when she goes jogging in Delaware Park she feels compelled to pick out other runners and pass them.

What kind of woman wants to punch people for a living?

She knows the stereotypes. Butchy. Gay.

"I'm as feminine as feminine can be. I enjoy being feminine," she said. "I just don't think there should be any limits on what I can do."

It comes down to proving herself, measuring her preparation, her skill, her heart against an opponent who could hurt her.

And, in the risk, finding her reward.

Hedges is far from alone. There are women -- and girls -- working the heavy bag in Buffalo and Lackawanna, pulling on gloves and sparring in Niagara Falls, Dunkirk and Rochester.

People say girls shouldn't be fighters? "I just kind of ignore them," said Jackie Roof, 15, who trains with the Lackawanna Community Boxing Club. "I'm not one of them feminists," said the West Seneca West High School sophomore, "but I think girls can do just about anything guys can."

Isn't she worried about, say, getting her face pulped?

"It kind of doesn't concern me," said Roof, who was a competition-level kickboxer before switching to a boxing regimen. "It's just part of the game, you know. If you just do what you were taught, you should be fine."

Then again, she added, "If you're quick you'll beat them to the punch, and then they'll have to worry about getting their face messed up."

Plus, she is quick to point out, it's amateur boxing. Contestants wear protective headgear and chest protectors, and referees are quick to stop lopsided fights. Judges look at punches landed and boxing form to decide winners, not just savage force.

Like other high school girls involved in boxing programs, Jackie Roof said she had been involved in traditional team sports, such as field hockey, but wanted a one-on-one challenge as well as a physical workout.

"If you win, it's because of you," she said. "No one can take that away from you, because it's yours. If you lose, you have no one to blame but yourself."

The mental part of boxing -- positioning your body for balanced offense and defense -- takes a lot more work than it seemed at first, said Nicole Sztorc, 16, of North Buffalo, who trains with Jackie Roof. It takes regular training sessions at the gym, four or five times a week, two hours a night.

"My friends go to dances," she said. "I go to boxing matches."

The sport has introduced her to a new sensation, Sztorc said: the joy of connecting.

After all the jump-roping and stomach crunches, after all the bobbing and juking, it's sweet to score against a real live opponent. Or in her words: "to hit her before she hits you."

"Now, that's satisfying," she said.

Pursuing boxing hasn't always been easy, Lisa Hedges said. But she didn't ask for it that way.

"I've seen stars. I've been knocked on my butt. But I get up."

The fact that organized boxing has been almost exclusively male doesn't mean much to a woman who grew up on a Gowanda horse farm with five brothers, and a sister. When it came to farm work, she said, "I had no boundary between what a guy does and what a girl does."

(Still, she said, her father wasn't thrilled when he found out about her new avocation. "He said, 'And I spent all that money on braces.' ")

High school was followed by a four-year hitch in the Air Force, most spent as a military police officer. She's leaving her job as a file manager at the Phillips, Lytle law firm as she works on her degree in criminal justice.

That's not the whole reason she's quitting her job. It's not half of it, actually. Good as it was, her full-time job was interfering with her boxing -- and the job lost.

If she can get into proper shape, Hedges said, she's planning to take a shot at the pros. Maybe it will only demonstrate the limits of her ability. But she has to know.

It's not a decision everyone would make. But Hedges hasn't made a habit of sticking to what others would do. In a man's world, what better place for a woman to find her independence?

"Once you're in the ring," she said, "you're on your own."

The road to Hedges' dream went through Lackawanna last Saturday night. The Lackawanna Community Boxing Club held an all-women's amateur boxing card at the Weber VFW Post. Billed as the first in New York State history, it drew contestants from as far away as Ohio, Toronto and Massachusetts.

See the slim, blond 30-year-old with a college degree and a white-collar job. Tonight, all she wants is to climb into that ring to punch another woman in the head.

The ring rose four feet above the scuffed floor, surrounded by rows of folding chairs. Perhaps 250 fans, most rooting for friends, club members or family, ate pizza, drank beer and soda, and shouted advice at the fighters. Boxing may be the last indoor sport where spectators are provided ashtrays.

With years of training and six fights under her belt, Lisa Hedges, representing the Buffalo Boxing Revival club, ranked as one of the most experienced fighters in the room. She was scheduled for the eighth bout, the last match of the night.

The first two matches were teen-agers in their first fights, windmilling wildly and then adopting defensive positions only long enough to rest their arms. These girls were all too willing to clobber each other, though they might have lacked finer skills, like ducking a punch.

The referee stopped the flailing only long enough to tuck fighters' hair back under their headpieces.

Throw that jab out there! the girls' friends roared. Keep your hands up. Keep your head down. Come on, don't be afraid to hurt her!

Most matches were three rounds, two minutes each. At the end, the boxers' faces were reddened by punches. Two or three swelled up, or sported black eyes. One loser held back tears long enough to sink into her father's arms.

But the true fury of boxing did not surface until the third match, in the 148-pound weight class. An Ohio woman took seconds to start pounding a Niagara Falls boxer with a furious blizzard of blows.

Any questions about seriousness of intent were definitively answered. Ohio threw thudding uppercuts, hooks, sweeping punches that seemed to come from her heels, bulling her opponent into the ropes. Niagara Falls tried to counterpunch, then resorted to hiding behind her hands.

Rocked, she nonetheless managed to hang on, and after the end of the match, the fighters exchanged the customary embrace.

When Lisa Hedges' time came, she popped in her mouthpiece and faced off against Felicia Humphrey, another Ohio woman, with a couple of fights to her credit. She was shorter than Hedges, giving away a reach advantage, but her arms were powerfully muscled, suggesting that one dynamite punch could win the fight.

Hedges' coach, Jimmy Ralston, already had issued marching orders: Keep her outside with your jab. Don't let her get close and clinch. Stick her and move.

Hedges' face was transfixed, her eyes like spotlights on her opponent.

The bell signaled the start of the fight. After an initial flurry, the fighters settled down to a disciplined exchange of jabs and body blows. There would be no flailing or hot-dogging in this match.

Humphrey landed body punches, a glancing jab, another right. But Hedges could deflect at least part of their force, leaning away to lessen the blow. Humphrey kept wrapping her in clinches, but they were separated without Humphrey's scoring many shots.

Hedges didn't power-punch as much as make points. Jab. Jab. Left, jab. As she swung, she maintained an even keel, without lunging or scrambling in pursuit. In a restrained, methodical fashion, she was boxing, not brawling, demonstrating why true believers call it "the sweet science."

The last bell rang, and it was over. The cornermen whispered encouragement to the women as they unlaced their gloves and pulled them off.

The announcer looked at the judges' slip in his hand and cleared his throat: "The winner, from the Buffalo Boxing Revival . . . "

The crowd's cheers drowned him out. Lisa Hedges jammed her right fist, still crisscrossed with trainer's tape, high into the air.

In the middle of the ring, she had found her edge.