Which fighters are competing at UFC 264 headlined by Conor McGregor vs Dustin Poirier 3?

Unlike any other major pay-per-view event, UFC 264 will not feature a title fight. But what the card lacks in championship gold, it makes up for in star power.

The main event will see a highly anticipated rubber match between Conor McGregor and Dustin Poirier. The rivals will settle the score after knockout victories against one another.

But Poirier and McGregor won't be the only high-profile fighters on the card. There will be an abundance of top contenders and prospects in action at UFC 264. Let's look at the elite talent who will fight on this card:

Former UFC welterweight title challenger Gilbert Burns

Fresh off his failed quest to dethrone Kamaru Usman, Gilbert Burns will begin his climb up the welterweight ranks at UFC 264.

Prior to his most recent fight, Burns was on fire with six consecutive wins, including notable victories against Brazilian legend Demian Maia and former welterweight titleholder Tyron Woodley.

If Burns can bounce back after a devastating TKO loss against the champ, he would only need a couple more wins before getting back into title contention. Usman, after all, has cleansed the 170-pound division after beating most top contenders.

Right now, 'The Nigerian Nightmare' is on a rematch tour. He recently handed Jorge Masvidal a second consecutive loss and is likely to face Colby Covington once again for his next defense. If Burns wins at UFC 264, he could get his rematch against Usman sooner rather than later.

No. 4 ranked UFC welterweight Stephen Thompson

Stephen 'Wonderboy' Thompson

Stephen 'Wonderboy' Thompson got close to winning the UFC welterweight strap twice against ex-champion Woodley. Since then, Thompson has suffered a slump, dropping back-to-back fights against Darren Till and Anthony Pettis.

But 'Wonderboy' seems to have found his second wind and is currently enjoying a late-career resurgence. Thompson is riding a two-fight winning streak, scoring two consecutive unanimous decision nods against fellow ranked welterweights, Vicente Luque and Geoff Neal.

Thompson will face a tough challenge against Burns in the co-main event of UFC 264. But if 'Wonderboy' keeps up his winning ways, he could secure a future title shot.

No. 12 ranked UFC lightweight Kevin Lee

After losing to future lightweight champion Charles Oliveira, perennial 155-pound contender Kevin Lee decided it was time for a change.

Earlier this month, Lee announced that he's testing the waters at the 170-pound weight class once again. His first attempt to move up was unsuccessful as he lost to Rafael dos Anjos via triangle choke at UFC Fight Night 152.

Lee called out the likes of Mike Perry and Robbie Lawler, but the UFC had other plans for 'The Motown Phenom.'

In his first fight back at welterweight, undefeated up-and-comer Sean Brady will welcome Lee at UFC 264. The 28-year-old will have the opportunity to reintroduce himself to the division if he can put a blemish on his opponent's immaculate record.

Charismatic prospect Sean O'Malley

Sean O'Malley

Sean O'Malley believes he's still undefeated, even if his professional record says otherwise. Nonetheless, 'Sugar' Sean roared back in a big way after suffering his first career defeat against Marlon Vera.

O'Malley got back in the winning column after scoring another highlight reel-worthy knockout against Thomas Almeida at UFC 260. At UFC 264, O'Malley will try to extend his successful run against Louis Smolka.

Since Smolka is an unranked bantamweight, a win for O'Malley won't provide him with a much-needed rankings boost. O'Malley should get an opponent with a higher profile if he can get past Smolka at UFC 264.

All announced bouts for UFC 264 so far:

• Main event: Dustin Poirier vs. Conor McGregor 3

• Co-main event: Gilbert Burns vs. Stephen Thompson

• Kevin Lee vs. Sean Brady

• Sean O'Malley vs. Louis Smolka

• Ryan Hall vs. Ilia Topuria

• Jessica Eye vs. Jennifer Maia

• Tai Tuivasa vs. Greg Hardy

• Irene Aldana vs. Yana Kunitskaya

• Omari Akhmedov vs. Brad Tavares