SAN JOSE, Calif. – John Crouch looked toward the ceiling and tried to focus his thoughts. He was trying to explain the sequence of events that led him to become UFC lightweight champion Benson Henderson's mixed martial arts coach.

Henderson is now one of the best fighters in the world, and will defend his belt against Gilbert Melendez Saturday at the HP Pavilion in the main event of UFC on Fox 7. Crouch is one of the sport's elite coaches, helping to guide the careers of Henderson, flyweight contender John Moraga, ex-WEC lightweight champion Jamie Varner and former "The Ultimate Fighter" winner Efrain Escudero, among others.

Today, Crouch works out of a sparkling gym in Glendale, Ariz., where he does a strong private business. But at the time he met Henderson, he was working in virtual obscurity in Denver.

Crouch was preparing Alvin Robinson to meet Kenny Florian at UFC 73 on July 7, 2007. Robinson's college roommate was a friend of a collegiate wrestling teammate of Henderson's. Through that very loose connection, word was delivered to Crouch that Henderson was interested in helping Robinson train.

So began a relationship that has become one of the sport's most fruitful.

Henderson is 18-2 overall, but he's won six in a row and 16 of his last 17. Since teaming with Crouch for a Dec. 7, 2007, fight, he's 15-1. There are few glaring flaws in his game and he seemingly gets 25 percent better with each passing fight.

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Melendez, himself regarded as one of the world's two or three best lightweights, noticed the improvement in Henderson's game over the years.

"I've followed him since [he was in the WEC]," Melendez said. "Honestly … [when he was] in WEC, I wasn't impressed. As soon as he made his UFC debut, I was like, 'Man, this guy is really good.' His next fight, he looked even better. He constantly improved and I really respect the dude. He's constantly getting [better], so it is good that I'm fighting him now. Who knows in three years how good he'll be?"

Henderson's development into an elite champion is no secret. He's stolen a page from Floyd Mayweather with his hard work and dedication.

When Crouch first got a look at Henderson, he saw a lot of things, but he didn't see a high-level MMA fighter.

"He was in great shape and he worked really hard," Crouch said of Henderson.

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Henderson added something to his game with each fight. In time, when Crouch would see an image of a Henderson fight flickering on his screen, he'd silently laugh.

He had difficulty recognizing the old Henderson.

"I look back a couple of years ago and see where Ben is now and it's like, 'Wow,' " Crouch said.

Henderson works relentlessly to improve. If the coaching staff finds something in a fight that he's not doing well, chances are that flaw is fixed by the timeout.

He rarely makes the same mistake two fights in a row because he's so committed to learning and improving.

When it comes down to it, though, the reason is simple: It's not for money or glory or fame or titles.

"I hate to lose," Henderson said. "I hate losing. Hate it."

Not many athletes like it, but few are as motivated as Henderson. His last loss came in 2010, when he was beaten in the final fight in World Extreme Cagefighting history by Anthony Pettis' famous Showtime kick.

The kick came in the waning seconds of an excruciatingly close match. If Pettis didn't land it, Henderson may well have won.

But Pettis did and Henderson didn't, and the result is a vastly changed man.

"I'm a pretty highly self-motivated person," Henderson said. "I don't need any extra fuel, this and that, 'Oh, this guy talked crap about me.' I didn't like feeling the way I felt after my last loss and I don't intend to feel that way again."

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Melendez has seen firsthand how much Henderson has improved. Henderson throttled Nate Diaz, Melendez' close friend and teammate, in his last outing.

Diaz had plenty to say to Melendez about Henderson and not much of it was bad.

"Nate was able to tell me how agile this guy is and how athletic this guy is and how tricky he is and how tactical he is," Melendez said.

He's an agile, athletic, tricky, tactical guy who has mastered the art of putting all forms of fighting together. He moves seamlessly from move to move and is as comfortable fighting a wrestler as he is a striker.

Melendez was a collegiate wrestler, but he's also become renowned for his striking. He likes the way he's seen Henderson morph into the total package, as well.

"He's a fighter who's a new breed," Melendez said. "He's a complete MMA fighter. Everyone seems to be the wrestler, or the striker, or the grappler. He's the MMA fighter, you know what I mean? He's everything. His strength is that he can put it all together."

An underappreciated aspect of Henderson's game is his willingness to withstand punishment. He didn't tap despite being caught in some serious submissions by Donald Cerrone in the WEC.

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"He's mentally tougher than just about anyone you know," Crouch said.

But Crouch beamed. He asked when was the last time Henderson was in trouble. When it took a long time to come up with an answer, he nodded his head.

"That's what I mean, look at the way this guy progresses," Crouch said. "He loves to learn and evolve and he's taken things from his game that might have been weaknesses a couple of years ago and turned them into strengths. He's successful because he puts everything of himself into it."

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