UFC 2: No Way Out was a mixed martial arts event held by the Ultimate Fighting Championship on March 11, 1994, at Mammoth Gardens in Denver, Colorado. The event was seen live on pay per view in the United States, and was later released on home video. UFC 2 featured a sixteen-man tournament format, the first and only one in UFC's history, with the winner receiving $60,000. The tournament had no weight classes or weight limits. Each match had no time limit or rounds, therefore no judges were used for the night. Competitors could only win a match by submission, throwing in the towel, or knock out. Royce Gracie won the tournament by defeating Patrick Smith via submission due to strikes. The event was the first appearance of referee John McCarthy, now a UFC staple. The event featured 16 separate fights, of which only the last 8 were shown on the live pay-per-view broadcast and home video versions.

Preliminary card

• First Round Bout: Scott Morris vs. Sean Daugherty
  Morris defeated Daugherty by submission with a guillotine choke in :20 seconds. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Patrick Smith vs. Terry Johnson
  Smith defeated Johnson by submission with a guillotine choke in :58 seconds. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Johnny Rhodes vs. David Levicki
  Rhodes defeated Levicki by submission due to strikes at 12:13. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Frank Hamaker vs. Thaddeus Luster
  Hamaker defeated Luster by submission at 4:52. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Orlando Weit vs. Robert Lucarelli
  Weit defeated Lucarelli TKO with knees to the head at 2:50. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Remco Pardoel vs. Alberta Cerra Leon
  Pardoel defeatedd Loen vis submission with an armlock at 9:51. This match was not shown on the live pay-per-view broadcast.
• First Round Bout: Jason Delucia vs. Scott Baker
  Delucia defeated Baker via submission due to strikes at 6:41. This match was not shown on the live pay-per-view broadcast.

Main card

• First Round Bout: Royce Gracie vs. Minoki Ichihara
  Gracie defeated Ichihara via submission with an armbar at 5:08. This is the first fight to appear on the DVD as it is Royce's first fight of the evening. Three other first round fights were shows in the DVD extras.
• Quaterfinal Bout: Patrick Smith vs. Scott Morris
  Smith defeated Morris via KO 1 0:30. Scott Morris lunged in for an early grab that backed Smith up against the fence. Morris brought Smith down on top of him but let Smith mount him in the process. What proceeded was one of the most violent knockouts in UFC history as Smith had enough striking expertice and skill to deliver a long string of unanswered punches and elbows to the head and neck. Scott Morris spat blood after the fight and had to be escorted out of the ring.
• Quaterfinal Bout: Johnny Rhodes vs. Fred Ettish
  Rhodes defeated Ettish submission with a rear naked choke at 3:07. Ettish was a replacement for Hamaker, who was injured.
• Quaterfinal Bout: Remco Pardoel vs. Orlando Weit
  Pardoel defeated Wiet by KO with elbows on the ground at 1:29. A European clash with a twist, Remco Pardoel was the second in as many UFCs fighter from the Netherlands to compete and eventually lose to Gracie and Orlando Weit was an African Frenchman. Remco Pardoel found himself on top of Weit and while leveraging for a hold found himself in position to make several unanswered elbows to the face. Weit was knocked out completely but was revived by "Big" John McCarthy and escorted off the ring by his trainer.
• Quaterfinal Bout: Royce Gracie vs. Jason Delucia
  Gracie defeated Delucia via submission with an armlock at 1:07. Delucia actually trained with the Gracie family prior to this UFC competition and Gracie said he was looking forward to this fight the most out of all the other competitors. In the short bout with his student, Delucia had to tap out standing up as Gracie applied the lock on his arm pressing it tighter with his legs.
• Semifinal Bout: Patrick Smith vs. Johnny Rhodes
  Smith defeated Rhodes via submission with a guillotine choke at 1:07. Rhodes was the second opponent to be defeated with Smith's guillotine, showing that even in a short amount of time that an excellent striker can learn basic grappling moves. As is typical of most of the early UFC bouts, most of the fighters had a singular focus in fighting, usually either striking with boxing or asian martial arts or grappling]] with Greco-Roman style wrestling or Jiu Jitsu. In his interviews after his victories, the cocky Smith claimed that he was the best fighter in UFC, learning from his quick and easy defeat from Ken Shamrock's leg lock what a couple of good grappling moves can do.
• Semifinal Bout: Royce Gracie vs. Remco Pardoel
  Gracie defeated Pardoel via submission with a lapel choke at 1:31. This competition against two Jiu Jitsu practicioners showed that Gracie was a master to be dealt with even with his own style. With a three inch advantage and 100 pounds more to his frame, Pardoel seemed to be the bigger fighter, but he fell just as hard as the rest to the superior grappling skills of Gracie.
• Finals: Royce Gracie vs. Patrick Smith
  Gracie defeated Smith via submission due to strikes at 1:17 to win UFC 2. Still an amateur grappler to say the least, Smith was quickly defeated by Gracie on the ground. While in a mounted position, Smith had his arms crossed and could not block Gracie's off hand punches to his face and the towel was eventually thrown in, giving Gracie his second UFC title. In the Hall of Fame interview with Gracie at the end of the DVD, he admitted that while the three matches in UFC 1 seemed to be adaquate, the four rounds necessary to win UFC 2 seemed excessive and overly exhausting. While maintaining a good attitude and saying that he "could fight all day" Gracie did admit that four fights in one night is a lot. This and the events in UFC 3 and beyond added fuel to the fire which lead to the restructuring of UFC several years later.