Faber, who hasn't worn a world title in nearly four years, was completely outmatched by the 25-year-old Brazilian. After the fight, a clearly disappointed Faber broke down his third consecutive loss in pursuit of a world title.
"I knew he would try to keep it at a distance, so it was a little harder for me to get in on takedowns," Faber told UFC commentator Joe Rogan. "He hurt me pretty early with a knee to the ribs. I think my rib might be broken."
Barao put on a technical clinic on the feet.
He outpointed Faber throughout the entire bout and stuffed every takedown attempt. It was a brilliant performance that highlighted the arrival of a new bantamweight star.
This loss has to be devastating for Faber. Since losing his WEC title to Mike Brown in November 2008, Faber has struggled to get the job done against elite level opposition.
Perhaps Faber's best years are behind him. If not, what does he need to do to rebound?
Here are five things we learned about Urijah Faber.
If you didn't know by now, Faber has a tremendous amount of heart.
A picture of an X-ray tweeted after the fight reveals that he fought with a broken rib.
According to Faber, the injury occurred midway into the first round, courtesy of a well-placed knee by Barao.
Faber is the best example of a modern-day warrior. He finished the fight without showing any indication of a serious injury.
This isn't the first time Faber has fought injured, either. Many remember his June 2009 bout with Mike Brown at WEC 41 where he fought with a broken right hand and dislocated left thumb.
Leg kicks are becoming a big issue for Faber. In his title fight against Jose Aldo in April 2010, Faber was decimated by leg kick after leg kick. It was déjà vu against Barao, who also landed a high volume of leg kicks.
In between rounds, you can clearly hear world-renowned Muay Thai coach Phil Nurse telling Faber to check the kicks, but his advice seemingly fell on deaf ears.
It's tough to tell if Faber's defensive woes are fundamental. Perhaps he has some serious issues in reacting to leg kicks. If this is an issue, Faber certainly has the talent and coaches around him to patch up his deficiencies.
Faber's speedy, wild fighting style isn't fooling anyone at the top of the division.
The speed comparison between Barao and Faber was just about even, but the technical aptitude was a completely different story.
Barao's footwork looked masterful as he danced around Faber and eased in and out of the pocket. Faber, on the other hand, was his usual wild and unpredictable self, looking for opportunities to rush forward with haymakers.
It would be nice to see Faber clean up his striking and improve on his accuracy. A wild fighting style isn't going to cut it against elite-level opposition, and it also makes it tough for him to utilize his wrestling effectively.
Despite losing to Barao, bantamweight is definitely the best fit for Faber. He is no longer undersized, and the weight cut has actually improved his speed.
There are still some technical issues that could use some ironing out, particularly his striking accuracy. However, there's no shame in losing to the two top guys in the division.
With a few wins, Faber should find himself right back in the hunt for a UFC title.
Faber is one of the top bantamweights in the world, but his time as champion could be long gone. Unless he makes some serious adjustments, it's tough envisioning him ever defeating Cruz and Barao.
There is a chance that Faber moves back up to the featherweight division, but the task of ousting Aldo is an even greater feat than what he's currently facing at 135 pounds.
Faber may have no other choice but to accept the role as perennial gatekeeper.