The former UFC champion made the biggest hit of the fight, but his cautious approach was not enough to influence the judges.
Paul looked exhausted in the last few rounds, with the latest YouTube boxing installment mostly failing to accommodate the pre-fight hype and trash talk.
Instead, Paul displayed superior boxing, using the basics, moving well, and proving to be the busiest fighter with Woodley reluctant to let his hands go all over the place.
The fight came to life in the fourth round when Woodley bounced off the top of Paul’s head after eating a series of punches for three rounds.
Woodley immediately moved to the front foot when the first bell rang, rotating his front foot and throwing a jab, which often failed.
But Paul was happy to go around and spot the former UFC champion, offering more variety with his jab landing both up and down.
A flurry of gunfire over a body shot quickly sparked cheers in a crowded Cleveland arena.
And Woodley ran into the second from a squatting position, distributing his weight and looking to launch explosive bottom-up attacks against the naturally bigger Paul.
But Paul resisted the trap and persevered with his boxing skills to move on the outside, choosing his punches with Woodley unwilling to engage.
A nice combination of three hits in the third saw Woodley pull back as Paul began to find his range.
And increasingly confident, Paul circled the ring before throwing an exquisite uppercut through Woodley’s defense, marking his authority over the fight.
But Woodley quickly knocked Paul out in the fourth quarter, causing him to stagger with a curl just above that saw the YouTube star bouncing off the ropes as the fight finally came to life.
A smile appeared on Paul’s face as the bell rang, perhaps finally aware of the threat Woodley possessed.
And Paul’s showman stepped out in the fifth, licking his gloves after landing on the left to finally end his minor seizure.
As a dominant prospect eventually dragged into deep water by a seasoned veteran, Paul’s conditioning was ultimately tested thanks to Woodley’s conservative game plan to wait for mistakes.
And despite his inexperience in boxing, Woodley seemed comfortable with the pace of the fight, pushing his foot forward to slip within range.
But Woodley often refused to pull the trigger, allowing Paul to rack up cartridges with the cleaner job.
Woodley, finally feeling some urgency, looked to grab the final round with his first flurry of fire, but the two exhausted fighters ended up struggling in what turned out to be uncharted territory for the two.
Paul, perhaps sensing the likelihood of a points win, stayed out of reach as boos started ringing around Rocket Mortgage Fieldhouse as the action came to a halt.
Disappointed Paul admitted Woodley was better than expected, before refusing to confirm his next opponent
“I don’t know what to say, he’s a tough opponent, he’s been fighting for 20 years, I’ve been doing it for three years, this one is for Cleveland,” said Paul.
“It was a tougher fight than expected. I don’t know what’s wrong with me. With all due respect to Tyron. He’s a hall of fame, he’s a good fighter.
“There was a lot of gossip, there is no hard feelings. I want to cry, but I’m a little tired. To win when all the pressure is on, he’s a tough opponent.
” I am not sure [if Tommy Fury is next]. I haven’t stopped, I need to understand who I am. I keep my head straight, I’ll go back to the gym when I’m ready. Let’s see. “