BRISBANE, Australia – Daniel Kelly knew he was down two rounds. He knew he needed a finish. He also knew it was likely once he saw his opponent’s “rolling a little bit,” he said.

In a FOX Sports 1-televised bout on Saturday’s UFC Fight Night 85 main card, Kelly (11-1 MMA, 4-1 UFC) survived a precarious opening round before mounting a third-round comeback against fellow middleweight Antonio Carlos Junior (5-2 MMA, 2-2 UFC).

The bout, which took place Brisbane Entertainment Centre in the Australian’s home country, got off to a bad start, and Kelly was forced into survival mode. He held on to get to the second round, but by the third, he was facing a 2-0 deficit.

“It was very clear I was down two rounds,” Kelly said. “Things weren’t going great.”

To say the least.

But in the final frame, the 38-year-old found his opening, and he capitalized to score a come-from-behind TKO victory.

“I threw a head kick, and I saw his eyes rolling a little bit – and (I) sprawled and then just kept punching,” he said. ” … Yeah, when they called the stop, I was a little overcome with emotion. But it was good, a really good win.”

So what’s next for Kelly, who’s already in his late 30s and fighting against Father Time? The four-time Olympic judoka said he likely won’t return until later this year since he’ll be helping Australia’s judo team get ready for the 2016 Summer Olympics in Rio de Janeiro. But when he does fight again, he just wants a good challenge.

“I want to fight better guys,” he said. “I want to keep testing myself. And tonight I proved I can pull a rabbit out of a hat, as well.”

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And for more on UFC Fight Night 85, check out the UFC Events section of the site.