At times, Venus Williams felt like she was battling two players—Justine Henin and herself—in the final of the Bausch & Lomb Championships.

　　Overcoming fatigue and 60 unforced errors, the world's second-ranked women's player rallied for a 2-6, 7-5, 7-6 (7-5) victory in the ,000 clay court event at Amelia Island Plantation on Sunday.

　　Williams was down a set and four games before working her way backsintosthe match. The title was her fourth this year, and 25th overall, boosting her career earnings past .8 million.

　　"I just wanted it to look presentable. I didn't want to lose 6-2, 6-0," said Williams, who also rebounded from a slow start to beat Anne Kremer in the semifinals. "I got a game, then I got another. I kept telling myself I wasn't losing today."

　　An exhausted Henin, playing her third match in 24 hours, served twice for the championship. But she couldn't hold a 5-4 lead in the second set, then faltered again when she had a chance to close after going up 5-3 in the third.

　　"I'm a little disappointed, but that's tennis," Henin said. "I'm only 19. I got nervous trying to finish the match. I have to work on that."

　　Williams won five straight points to go up 6-1 in the third-set tiebreaker. The second-seeded Henin fought off match point four times before smashing a forehandsintosthe net to end the 2-hour, 24-minute match.

　　It was Henin's third loss to Williams in a final this year.

　　Williams, who has won 16 of the last 17 finals she played, improved to 5-1 lifetime against Henin, whose only victory against Williams came in the only other match they played on clay.

　　That win in the 2001 German Open, as well as a three-set loss on carpet at this year's Diamond Championships, gave Henin confidence that she could pull an upset Sunday.

　　She broke Williams' serve five straight times on the way to winning the first set and building the 4-0 lead in the second. Even though Williams had dropped eight straight games at point, the top seed remained confident she would win if she could extend the match to a third set.

　　"I always believed that I could somehow pull it out, but it was really bleak. The way she was playing, I just wasn't sure I could do anything about (losing) at that point," she said.

　　Williams improved her record to 26-3 this year, and the ,000 winner's check boosted her 2002 earnings to ,673. She's 4-0 lifetime in finals against Henin, including a three-set victory at Wimbledon last year.

　　Williams also beat Henin to win the Australian Women's Hardcourt Championships in January.