Raoni Barcelos showed Payton Talbott he still has a lot to learn about the fight game.

A veteran of 24 pro bouts heading into UFC 311 on Saturday, Barcelos (19-5) won a commanding unanimous decision over Payton Talbott (9-1) to hand the top bantamweight prospect a massive upset loss.

The veteran Barcelos had a chip on his shoulder entering this fight, as he was a massive underdog against Talbott, who has only been fighting professionally since 2021. Talbott was as high as a -1400 favorite on some sportsbooks, with Barcelos coming in around +800 as the underdog. Those odds gave Barcelos an 11 percent chance to win the fight.

None of that mattered once the bell rang. Barcelos took Talbott down early and immediately went to work with his grappling to slow the less experienced fighter. Though Talbott’s submission defense held up, he fell behind on the scorecards early, with Barcelos controlling the action on the ground and winning a clear 10-9 after the first five minutes.

Round 2 was more competitive. Barcelos again went to his wrestling, but this time Talbott was able to avoid any significant damage on the ground and get the fight back to the feet. Talbott then found success with his striking as the two battered each other during some thrilling exchanges.

In Round 3, it was Talbott who went on the offensive with his wrestling to start the frame. This led to a wild sequence that saw Talbott take Barcelos down, Barcelos get admonished for grabbing the fence, the fighters returning to the standup, and then throwing with reckless abandon with both men landing flying knees. The younger Barcelos pushed the pace before being taken down again with two minutes remaining. Talbott fought off a choke and spirited ground-and-pound from Barcelos to make it to the final bell.

The judges scored the contest 30-27, 30-27, and 30-26 in favor of Barcelos.

Afterwards, Barcelos used his post-fight promo time to remind the oddsmakers not to doubt him and reasserted himself as a contender at 135 pounds.