The two former world number ones and old adversaries played a classic in California with the American prevailing 7-5 6-3.
Serena Williams overcame Victoria Azarenka in an incredible match of tennis to move through to the WTA Indian Wells Open third round on Friday.
Playing for the first time since her Australian Open quarter-final loss, Williams prevailed 7-5 6-3 against former world number one Azarenka in an Indian Wells classic.
In a battle of the mothers and big hitters, 23-time grand slam champion Williams was pushed all the way by the rejuvenated Azarenka but she managed to survive the bruising encounter after more than two hours.
Azarenka – who has missed a significant chunk of the past three seasons due to injuries, the birth of her first child and a subsequent custody battle – was relentless as she saved two match points, however, 10th seed Williams was not to be denied at the third time of asking in a clash worthy of the final.
Facing each other for the first time since the 2016 Indian Wells decider, Williams – boasting a superior 17-4 head-to-head record – and Azarenka put on a masterclass from the outset.
Holds of serve were at a premium after Azarenka broke in the third game for a 2-1 lead against the 37-year-old American superstar.
That triggered a run of three consecutive breaks before Williams held serve to break it, though the topsy-turvy nature of the set and incredible shot-making continued.
Just when it looked like Williams would run away with the set, Azarenka broke back as her opponent tried to serve it out.
The Belarusian then blitzed Williams 40-0 to level things up at 5-5 – the quality and level of tennis showing no signs of deteriorating.
Williams, though, showed why she is regarded as one of the greatest athletes of all time after saving four break points with a couple of big serves to withstand Azarenka after one hour, 13 minutes.
Having thrown everything at Williams and ending the first set emptyhanded, Azarenka would have been forgiven for feeling deflated.
However, the two-time Australian Open champion did not lose her head as she continued to take it to Williams – the intensity remaining sensationally high.
Azarenka broke and had chances throughout but Williams had all the answers as she claimed the decisive break in the fifth game before bringing an end to one of the best matches of 2019, with Garbiñe Muguruza awaiting in the next round.