In just his eighth pro fight, well before the world knew he was going to be a legend, Georges St-Pierre had a UFC title shot.

It may sound bizarre now, nearly 17 years after he first challenged Matt Hughes for the welterweight title, but St-Pierre was scared. And it was more than just nerves or pre-fight jitters. St-Pierre said he was “scared to death” to get in the cage with Hughes at UFC 50.

“In my third fight (in the UFC), I had to fight Matt Hughes,” St-Pierre told Burt Watson in the latest “Legend 2 Legend” episode. “And when Dana White told me I was fighting for the title, I thought it was a joke. I didn’t believe it. And to tell you frankly, I didn’t want that fight. I was scared to death. I didn’t want to fight him. I knew I wasn’t ready.”

St-Pierre tapped to Hughes with one second left in the first round after Hughes caught him with an armbar. It was St-Pierre’s first career loss.

St-Pierre said that initial loss to Hughes helped him realize he could turn the corner. After that, he won five fights in a row and got another shot at Hughes at UFC 65, and there he knocked him out to win the belt. He lost the title to Matt Serra in one of the biggest upsets in MMA history his next time out, but after that never lost the rest of his career – and won the welterweight title back and, eventually, the middleweight title, too.

“I fought him. I hung there a little bit until I got caught with an armbar,” he said. “But after I watched the fight, I realized my problem was just mental. I went there to fight him not to win – I went there not to lose. After that fight, I said, ‘You know what? I can be there with the best guys in the world. I can beat anybody.’”

St-Pierre said his fear of Hughes was because at the time, he was one of the most dominant fighters in the sport – and had a dominant pair of wins over a legend from St-Pierre’s home country of Canada.

When Hughes first beat St-Pierre, he was 37-4 overall and 10-2 in the UFC. The elite-level wrestler had a resume filled with ground-and-pound TKOs, submissions – and a legendary slam to win the welterweight title.

“It was a nightmare for me,” St-Pierre said of the first Hughes matchup. “People sometimes don’t remember how scary Matt Hughes was. He used to grab guys and throw them on their heads. He was a scary guy to fight. He had some crazy highlight reels.

“One of the pioneers of martial arts in Canada was Carlos Newton. He was the first (Canadian) champion in the UFC. For most martial arts people at the time, he was like a god. And Matt Hughes grabbed Carlos Newton from a triangle choke, stood up with him and slammed him and knocked him out – one of the most brutal knockouts in UFC history.”

Check out the video above for St-Pierre’s recollection of his first fight with Hughes, and don’t miss the full episode of “Legend 2 Legend” below.