Rezai rallied from two breaks down in the second set to win her third career title in her sixth final.

The Frenchwoman was making her second appearance at the Madrid Masters and came in having lost in the first round in Barcelona and the second in Rome. She ended up dropping only one set throughout the tournament.

The fourth-seeded Williams was seeking to win a 10th clay-court title and improve on her 12-1 record on the surface this year. It was the 70th final of her career, and she will rise to No. 2 in the rankings on Monday for the first time since May 2003.

In the men's singles, top-ranked Roger Federer plays second-seeded Rafael Nadal for the first time since last year's final.

The 24th-ranked Rezai broke to lead 2-1 in the opening set, and went 5-2 up after a fierce cross-court forehand to again break.

After making only five unforced errors in the first set, Rezai started to looked less assured, notching 26 in the second.

Two errors and a winner by Williams gave the American four break points _ her first of the match _ in the second game.

Rezai saved three but lost the fourth to a stinging forehand return from Williams to trail 2-0.

Rezai broke back immediately but failed to hold serve in the next game as Williams went 3-1 ahead.

Williams served for the set at 5-3 but the seven-time Grand Slam title winner couldn't return a deep groundstroke to concede a breakpoint chance. Rezai took her opportunity, blasting a deep backhand return past the lunging Williams.

Rezai was in trouble in the next game, saving a string of set points as Williams attacked her serve before holding on. And after Williams' forehand drifted out to put Rezai 6-5 up, the Frenchwoman served it out to improve to 2-1 against the American.