With Elisha Cuthbert as Felicia Hardy & Jessica Alba as Sue Storm

Somewhere on the 27th floor of the Baxter Building, an almost comical scene plays out. In the building's workout facility, a near 7 foot tall monster stands. This giant blue eyed Thing is wearing two large foam gloves and is shouting instructions at a beautiful blonde a foot and a half shorter than he is. Sue Storm, wearing a grey cotton sporty tank top and matching shorts is sweating profusely. Her taped fists striking the Thing's gloved hands in rapid succession as he barks out combos. Her shoulder length blonde hair is pulled back in a ponytail and sways wildly as she pounds puch after punch into the gloves.

"Faster and harder Susie, my aunt Petunia can throw a better punch!" goads Thing. He has been training with Sue Storm for the last several weeks now, and has seen marked improvement. Still he was concerned that Sue was quite ready.

Many people will argue that she is the most powerful member of the Fantastic Four. That her various cosmic radiation given abilities make her a formidable threat to any who would threaten the team. However those powers would be unavailable to her in her upcoming fight. Thing has always considered her brother to be the hothead of the family, but this time it was Sue who let her temper get the better of her. 'You can tell they have the same blood' Thing mused to himself as Sue let loose another flurry. He had seen her temper before, it was scary. However she was going to battle with a woman who had never depended solely on super powers. Someone who has stood toe to toe with some of the most vile scum the city could produce and won. And of course someone who, as rumor had it, beaten the famous Catwoman on a rooftop duel. Ben was also present to see the brutal beating and humiliation of Mary Jane Watson.

He had, of course, tried to talk Sue out of this encounter, but she only turned her anger towards him. Her husband Reed certainly wasn't helping matters. He almost seemed to be encouraging her to go down this road. Still, Ben had to admit she caught on to the pugilist art much like she did everything else she ever tried her hand at. In no time at all she went from a complete amateur to impressive striker. Maybe she would be ready.

His thought was interrupted by the ringing of the automatic bell, signaling for a rest period.

"You are definately getting better Susie. How ya feeling?" ask Thing.

"Exhausted.... but exhilerated at the same time." she replied between deep breaths.

"Well, you're about as ready as you're gonna be. The fight is in a couple days, so its best to rest up until then."

"Thank you Ben, for everything." she smiled, patted Ben Grimm on the cheek, then headed for the showers. She entered the locker room and paused in front of the mirror. Flexing a bicep she smiled at the result. Rarely had she been one for phsyical combat. Now when she could bring her incredible power to bear. But then again never had she been challenged in quite this way before.

That whore Felcia had, in the last several months, irked her like few could. Sue's close friend Mary Jane had been the target of horrible abuse. Sue was one of the very few people MJ had confided in about her humiliation and beating at one of Felicia's safe houses. If that wasn't enough, when MJ tried to get some measure of revenge by contracting Catwoman to take down Felicia, everything went wrong. Not only did Felicia and Selina Kyle end up becoming close friends, MJ's trademark, her long beautiful red hair was shaved. To make matters even more personal, she had caught the tramp making eyes at her husband, Reed while she sat right next him! Reed, having no tact at all, commented later on "How lovely she looked." Well that landed him on the couch for a few nights after.

Sue considered herself Felicia's equal beauty wise, she simply chose not to flaunt it like a slut. She turned so she could view her side profile. She was proud of her assets and felt that her recent workout spree was really helping to augment them. She turned from the mirror headed towards the showers. Her muscles were sore and ached, she needed the hot water.

Peter Parker, dressed in plain clothes, sat in Felicia Hardy's designated locker room. He couldn't help but to feel slightly responsible for whatever was about to take place, as he and Reed secretly instigated much of it. Pete knew he'd have no problem convincing Felicia to fight, but Reed had to work on the normally calm and reserved Sue. He'd drop subtle hints, and even dealt with a few nights on the couch. However both agreed that whoever won this fight, the two of them would be the real winners.

Felicia was changing behind a curtain nearby. This was obviously meant to tease him, as her silhouette gave him a prolonged striptease. She'd bend widely over, pulling down her skintight jeans and allowing her amazing breasts to swing freely. The curves of her ass gave Pete a instant erection. She then pulled her shirt up over her head, arching her back to excentuate those tits that Spider-Man had loved to explore as often as he could. Giving herself a quick hair toss, she began to dress herself. She came out from behind the curtain wearing black skintight spandex shorts that extended only a few inches down her thighs and a matching black sports bra cut to show the maximum amount of cleavage. How it contained her, he did not know. Felicia pretended not to notice Peter staring at her as she began to tape her wrists and fists. She wove the athletic tape through her fingers and around her hand as she pretended to admire her nails, which she trimmed much shorter than usual in anticipation of the boxing match.

To her, this just another chance to show off. To show the few who would be in attendance just how dominate she was. Also, the thought of taking down the famous Sue Storm was appealing. Ever since her initial fight with Mary Jane, Felicia had discovered a new side of herself. A side that almost got off on this type of domination. Straddling MJ's defeated body stimulated her in ways few men could. She lost herself in it. Just playing the scenes over in her head got her aroused. Sue Storm was a world famous, top tier heroine. She was also a uppity bitch. She was going to relish picking her apart in front of Spidey. And she knew he would love every minute of it too. Positioning herself directly in front of where he was sitting, she turned her back to him and bent over to pull on and lace up her boots. When finished, she backed up into him and gently rubbed her full ass on his lap. She smiled when she felt him respond. Standing up and turning, she finally spoke.

"If you're excited now, Spider, wait until the victory celebration."

"I'm not so sure you should be taking this so lightly babe, Reed says his wife has been training with Ben extensively. I'd hate to see you surprised." Peter replied.

"Oh, I'm not, Ive upped my workout too. Been hitting the heavy bag a lot too lately." she snickered, remembering her secret destruction of Spidey's ex. It was true though, Pete had never seen her this toned. Her normally rock hard abs seemed sculpted out of stone. Her calves, thighs, and ass were toned to perfection.

Deciding that if he stayed he wouldn't be able to resist giving into temptation, Pete gave Felicia a kiss, wished her luck, and left to join with Reed Richards at ringside. This would be a very private affair. In fact the only actual spectator would be Reed. Pete would be acting as Felicia's cornerman, though he had to admit she knew a lot more about the sport than he did. He could however offer her moral support. Ben Grimm would be acting as Sue's 2nd. And lastly Tony Stark managed to inject himself into the match as referee. It was his power dampening device they would be using to keep the playing field level, so he insisted on involvement. Sly dog. Sue had insisted that her brother, the Human Torch, not be present so he wouldn't have to see this side of his sister.

"Is your lady prepared?" asked Reed with a wide grin on his face. He was looking forward to this as much as Pete.

"Absolutely, but are you sure this is a good idea? I mean Sue does seem to be a bit outclassed here." Peter replied. Reed seemed agitated by that comment.

"Susan is ready, I suspect she is going to surprise you. I have every confidence she will come out of this the victor. Felicia isn't in some apartment scrap with your ex this time. Shes going against a real woman."

Pete only smiled back. Reed could be such a dick sometimes. It didn't matter though, either way he was in for a show. Tony Stark interrupted his thoughts with a hard pat on the back. Unfortunately his spider-sense only warned him of danger, not middle aged horny billionaires.

"Hey if it isn't my two favorite science geeks! I want to thank you guys for making this happen. Now I don't know the first thing about boxing aside from how to gamble on the outcome, but it seems easy enough. Shouldn't you two be getting back to your fighters? We are about to start."

"Oh, you're right. Well if you'll excuse me." Said Peter Parker as he walked past them towards Felicia's dressing room. He entered to find Felicia stretching and throwing some jabs through the air to loosen up. He was impressed as always with her speed and precision as she shadowboxed. She had tied her long platinum blonde hair back in a ponytail.

"Its time babe. Tony just got here, we are ready go to."

"Alright Spider, help me lace up these gloves." she said. Pete for the first time inspected the gloves. They were smaller than he expected, only 6 ounces. They seemed to have a lot less padding than he expected. He slipped them over Felicia's slender hands and pulled them up. They had laces going from the mid-forearm up past the wrist and almost to the beginning of her palm. Felicia chose black gloves to match her attire, and he had to admit she looked sexy in them. She clinched her fists and banged the gloves together to test their comfort. Smiling, she leaned in and kissed him again before they were to enter the ringside area.

Meanwhile, Ben Grimm had to call Reed in to tie Sue's gloves. His hands were far too large to manipulate the laces. This was Reed's first time seeing Sue Storm in her boxing attire. She wore a match blue sports bra and satin shorts. A large "4" emblem was emblazend on to her top, right between her impressive rack. Her shoulder length blonde hair hung freely and swayed and she ran through a few more combos, punching Thing's giant hands.

"You're a killer, kid. Remember what we have been going over and you'll flatten her." coached Ben. Reed had never seen his wife like this. She was usually so calm, even passive. Maybe she had found her calling? Something she could get passionate about. The thought of her boxing and fighting the wives of some of his colleagues excited him. His brilliant mind raced through the possibilities.

"Susan, I'm going to be sitting at a ringside, I'd love to see you destroy that bimbo." Reed said with a grin.

"Don't worry about that darling, I've been looking forward to this for a long time." she replied. Reed took note of the six pack she was starting to form on his wife's abdomen.

"Will the Richards and Mr. Grimm please come to the ringside area." Tony announced through the intercom.

It was time. Ben picked up his tote bag and followed the couple out. Reed gave Sue one final kiss before the fight and took the only seat in the room. Sue entered the ring between the bottom and middle rope and stood in her mutual corner, getting some final stretches in. Ben took his position on the outside and began to unpack his tote bag. Tony next called for Felicia Hardy and Peter Parker. Felicia led the way, wearing a shiny silver robe. Sue scoffed. Who the hell did she think she was showing off for, there was hardly anyone else here. The bitch just had to show off any chance she got. When she got to ringside, she slowly disrobed, letting the garment slide and fall off her body. She climbed up the apron and slowly bent over to enter between the middle and top rope, she stopped midway and wiggled her ass in Reed's direction. Sue began to advance towards her but a giant rocky hand stopped her.

"Just wait a few more seconds and then its clobbering time." Thing said quietly. Sue backed into her corner, but her face noticably reddend.

Tony Stark indicated for both ladies to come to the middle of the ring for the pre-fight instructions. Watching from the crowd, Reed started to question the wisdom of this fight. Felicia was about six inches taller than Sue. Also while Sue Storm was nicely toned, Felicia was defined. Apparently Sue's several week long training regime wasn't enough to counter Felicia's years of constantly pushing herself beyond regular human limitations. Still, Reed knew better than anyone not to count his wife out. For as long as he'd known her, she has achieved everything she has set her mind to.

In the ring, Tony continued with the fight specifications. The rounds would be three minutes long with a thirty second rest period between them. The fight would go on for three rounds total unless one lady was knocked unconscious or otherwise unable to continue. After five rounds if no winner was declared, Tony himself would judge the outcome. As he read down the rules, Felicia merely smiled widely as she looked down on her shorter rival. Sue hatefully returned the stare, not blinking, and not impressed with Felcia's antics. Finally Tony told both ladies to return to touch gloves and return to their corners. Felicia held her gloves out, still grinning at Sue. Sue angirly went to clash her gloves into Felicia's, but the taller blonde moved them at the last moment and Sue's hands met nothing but open air. Laughing, Felicia turned her back on Sue and returned to her corner.

"Please don't take her lightly, I've never seen her like this before." Pete warned. Felicia leaned in close to him and purred in his ear.

"Don't worry so much, just enjoy the show." With that, Spidey put her mouthpiece in and gave her a pat on the ass. Across the ring, Ben carefully massaged Sue's shoulders and got her loosend up. Tony pushed a small remote in his pocket to activate the electronic bell system. The fight had begun.

Felicia hopped in place for a moment, her massive breasts and ponytail bouncing around. Sue got in her stance and quickly began advancing. Felicia got on guard and the two circled. As Sue came into range, Felicia used her much longer reach to quickly catch Sue in the forehead with a jab. Sue shrugged it off, raised her guard, and continued to move in. Felicia threw several more jabs which were all blocked as she backed up and circled around the ring. Still smiling, she hopped back and again caught Sue with a jab to the head. Sue Storm knew she'd have to overcome the reach difference or she'd be eating these punches all day. Keeping her guard up, she plowed forward, swinging for Felicia'd stomach. Felicia sidestepped and caught Sue with a basic one-two combo to the side of the head as she shuffled back. Sue was starting to lose her already delicate temper. Sue again came in quickly, throwing a looping hook for Felicia's ribs. Felicia stepped forward so only Sue's arm connected harmlessly. Felicia then stepped on Sue's boot and using her size advantage, pushed her to the side. Sue, unable to balance on one foot, fell to the canvas.

Tony Stark stepped between them and told Felicia to back to her neutral corner. Any experienced ref would have ruled this as either a foul or a slip. Unfortunately Tony wasn't a experienced ref and began to count. Thing's voice bellowed through the mostly empty room, calling the foul for what it was. Sue, unhurt but extremely angry, looked up from the mat at Felicia. The bitch had her hands raised above her head, smiling that bitchy smile of her. Sue was so furious she almost didn't catch Tony's count, and quickly regained her footing at Stark called out "Six!".

Felicia readied herself for what she knew was coming. Sue advanced on her like a bull on a matador. With the same grace as the spanish swordsman, Felicia baited her in and struck. She time she swatted away Sue's wild right hook and countered with a series of four punches to Sue's face. The shorter blonde was staggered momentarily and Felicia followed up. Placing her left glove behind Sue's head, she pulled her into a right uppercut into her belly. Sue's newly aquired abdominal muscled absorbed some of the blow, but it still managed to drive air from the blonde's lungs. Next she put both hands on Invisible Woman's shoulders and pushed off, again sending her to the mat.

Tony began to count the illegal fall yet again. Sue rose on the count of four, more angry than ever. The bigger blonde had stung her, but not nearly enough to deter her. Thing shouted instructions at her from the corner, but she wasn't listening. She was only focused on making this whore pay. Across the ring, Felicia puckered up and blew her a kiss mockingly. Sue closed in and began to throw a flurry of punches, determined to knock the cocky look off her face. Felicia continued to back away while blocking. Sue bit hard on her mouthpiece and growled "Stand and fight you bitch!" Felicia hopped back several steps then suddenly changed direction and came at Sue, catching her unaware. She punched Sue twice in the face and was bringing up her right to deliver another blow when Sue finally caught her first lucky break of the night. She scored a perhaps lucky wild uppercut to Felicia's left breast. The large orb bounced and threatend to tear loose from her sports bra. Sue began to follow up, throwing another blow to Felicia's stomach and followed with a another wild right that barely glanced Felicia's cheek. As she was about to follow up, the bell rang and Tony stepped in to seperate the ladies.

Sue walked to her corner and sat on the stool Thing had provided for her. Her head was slightly spinning from the shots she had taken. Thing offered her a water bottle which she gladly took, then he went ballistic.

"Susie, what the hell are you doing?!? You're falling into her game! You need to fight with your head, not block her punches with it. Don't let her rile you up like that. Fight smart damn it. She is a lot taller than you right? So you don't chop down a tree by cutting the top branches. You cut it at the trunk. But pick your shots, she isn't going to just offer it up to you. Now straighten up, you can't let this floozy come into our house and handle you like this, especially not in front of Stretch." With that, he motioned towards Reed who seemed both concerned about his wife and excited about what was going on. He was splitting his attention between both women. Sue felt her anger start to rise again. The only satisifaction she had gotten that round was her blow to Felicia's breast. She couldn't wait to do it again.

Across the ring, Felicia opted not to use the stool. She stood in her corner, with her back to the ring, talking with Peter and smiling still as if this were all a game to her. It was in a sense. It was part of Felicia's mindgames. The blow to her boob had stung, and certainly surprised her, but otherwise everything was going as planned.

"Little bitch is fiesty, but so easy to bait. This won't take long Spider." she cooed as she took a sip of water from the bottle he offered.

"You're completely toying with her Felicia, she's no match for you." he said excitedly. She loved how excited this got him. She more or less had Sue where she wanted her. Sue's anger was making her sloppy, and Felicia was able to provoke and capitalize on the emotion like few others. She'd throw things into cruise control now and make short work of the little homemaker.

The bell rang to start the second round. Sue stepped out of her corner a little wiser than she had been thirty seconds ago. Felicia turned from her corner and wore a faux expression of surprise that Sue was still in the ring. She used her gloved hands to adjust her huge, firm breasts in further effort to mock Sue. She confidently strode forward and prepared to counter another wild assault.

It never came. Sue held her ground and seemed to be waiting on Felicia to make a move. Perhaps she had already broken the little bitch's spirit. 'Good,' she thought, 'lets end this early then.' Felicia began to fire jab after jab towards Sue, looking to create a opening. Sue managed to block them and keep her composure. Felicia suddenly threw a hug right hook, thinking to catch Sue off guards. This time it was Susan Storm who stepped to avoid it. She drove a wicked punch into Felicia's stomach. Before she could react, she fired a wild flurry of punches into Felicia's unprotected body. Three punches connected with her stomach. Sue knew she'd have to pound on those abs for a while before she'd cause any real damage, but it did keep Felicia open. The taller blonde tried to back off and regain herself, but Sue wasn't having it. She worked her punches up north, towards her primary target. Felicia's huge breasts were a target too tempting to pass up. Still in close to her adversary, she fired a uppercut into Felicia's right breast. She followed with a close and tight right hook into her left tit which sent them both lolling. Felicia's height was becoming a disadvantage as she was having a hard time getting the fiery shorter blonde off her. She grimaced as her babies were starting to take some real punishment. Sue continued her breast attack, landing a sharp left hook that caught Felicia right on the nipple.

So focused on continuing her tit pounding, Sue didn't notice Felicia's arm wrap around her head and pull her into a clinch. Felicia had tears starting to form in her eyes as she muscled the shorter woman into a version of a headlock. They were positioned so that their backs were blocking Tony's view of what was going on in front. Felicia, holding her headlock in tight, raked the lacing of her gloves across Sue's face. Sue howled in pain and was blinded by the dirty tactic. Tony Stark moved in to pull the ladies apart. Sue's vision was completely blurred. She never saw Felicia's haymaker coming. Arguably she could've ended the fight then and there with a well placed headshot. Instead she slammed it down directly on the Fantastic Four logo on Sue's chest. Sue's impressive rack were split like the red sea. The shorter blonde, to her credit, stayed up. Felicia now was the enraged one. She peppered Sue's tits with nine unanswered blows. Sue's blue sports bra began to tear slightly at the seams under her arms. Her vision cleared enough to see Felicia's face, teeth gritted in exerction as the platinum blonde slammed her again in the chest with a thunderous blow. Sue staggered back several feet and would had fallen in not for the padded corner post. Felicia wasted no time and went to work on Sue's toned abs. Like machine pistons, she worked punch after punch into Susan's stomach. Sue was in disbelief at how hard Felicia was hitting her. The muscles she had spent the last several weeks working on were turned to jelly in moments. Sue's mouth hung open and her mouthpiece slid out. Seeing this, Blackcat threw a viscious uppercut to Sue's chin that caused her mouth to snap shut. The sound of teeth crashing into teeth was sickening. Blood instantly pooled in her mouth. Tony Stark stepped in and directed Felicia back to her corner. He wasn't stopping the fight, but merely giving Sue a chance to get her mouthpiece. Mrs. Richards however was out of it. Tony placed the rubber guard in her mouth and stepped back, allowing Felicia to send Sue into what would be her certain doom had not the bell rang to end round two.

Felicia merely shrugged her shoulders and returned to her corner. This time she took the stool. Her breasts were sore. Very much so. The little science nerd had done a number on them.

"Are you alright?" Peter Parker asked, concerned for his girlfriend and her breasts which he had grown so attached to.

"Yeah, she caught me by surprise is all. She really did a number on the girls. Fucking bitch. Shes done for if she comes out for round three." Felicia said, determined.

"I don't think thats going to happen." Spidey said as he directed her view across the ring.

Thing worked feverishly to clean up Sue. Looking in her mouth to assess the damage. Rinsing it with water, he saw she wasn't missing any teeth and her tongue was in one piece. However he had cringed at the beating Sue's body had taken. Sue leaned over and gasped for breath. She wasn't a teenager anymore. She was a mother of two who never had to physically exert herself like this before. Her lungs begged for air that wouldn't come easily or quickly enough. She rubbed the last of the blurriness from her eyes as Ben filled her mouth with several cotton balls to soak up the blood. Everytime she heaved for air, her tits racked her body with pain.

"Are you alright Susie? Listen we should stop this. You did real well there kid, I thought you had her for a while. I'm proud of ya but enough is enough."

"He's right darling." Reed said. He had left his seat and joined them. "You did a great job. Felicia is just the better woman today. Lets just call it a day and have you looked at.

The Thing's face screwed up in anger almost as fast as Sue's. He knew what kind of response that would get.

"No! No way!" Sue demanded as she spit out the bloody cotton balls. "I fucking had her, I can do this."

"Susie, listen to me, I'm stopping this fight. This can't go on." Thing tried to reason with her.

"Reed, if you let him stop this fight I'm going to have your ball, you understand? That whore is going to pay for what she did to me!" Using the thumbs of her gloves, she pulled out her sports bra and looked in. Several large purple bruises were forming. Looking across the ring, she saw Felicia and Spider-Man sharing a kiss and he gently messaged her own battered tits. Pushing the pain in her stomach, mouth, and especially chest back, she rose up from the stool as the bell sounded. Sue was far too proud to quit. If she had any fight left in her at all, she'd give that skank hell until the final bell rang.

As round three began, Felicia had to give Sue some credit. She had hammered the blonde for the entire latter half of round two, and had even thought she might have knocked some teeth out with that uppercut. No matter, she knew the little bitch was feeling the effects. Like a predatory cat, she stalked up on the Fantastic Four's sexiest member who couldn't hide the fact that she was on shakey legs. Felicia advanced quickly when she determined just how much pain Sue was in. Susan put her head down and moved in, hoping to get inside like she had the last time. However she didn't have the element of surprise working for her, and Felicia threw a hook that connected with Sue's ear. Sue's head rocked to the side. She tried to recover quickly but was just moving herself into the line of fire. Felicia threw a left jab that connected roughly with Sue's nose, causing her eyes to tear up. Blackcat followed up with a pair of strikes to Sue's belly, which took the blows with no resistance. Sue let out a soft "Oof" as she doubled over and held her stomach. Using the unattached thumbs of her gloves, Felcia managed to grabbed a handful of Sue's hair and pulled her head up. Ignoring Tony's halfhearted warning about grabbing hair, she made eye contact with Sue. The blonde's eyes were glassy but she clearly looked frightend. Felicia brought her right fist up, smiled into Sue's face, and delivered a stiff right to her face. For a brief moment Sue couldn't feel anything. She felt like she was back in college after a rare night of heavy drinking. She stumbled back into the ropes, which were the only thing holding her up.

Ben Grimm decided he had seen enough, He grabbed the towel out of his bag and threw it towards the ring. Reed, remembering his wife's threat of castration, stretched his arm out to catch it.

"She would want to finish this, Ben. You know that." Reed said quietly. Ben knew he was right. Win or lose, Susie was a trooper and would insist on seeing this to the end. Still it felt very wrong.

Meanwhile Sue landed in the ropes, which pushed her back into the final onslaught of punches. Felicia knew she only had moments to work before Sue's knees buckled. She fired a rapid set of four straight punches, alternating between left and right breast. Sue weakly brought her hands up to protect her rack, so Felicia fired another shot into Sue's finished stomach. Sue again doubled over and was about to fall but unexpectedly Felicia stepped in and grabbed her around the waist. Felicia held her up, as Sue's chin rested on her shoulder. Felicia whispered into her ear, "You stepped out of your element bitch. You're too old, too out of shape, and not nearly enough woman to fight me. Don't ever forget what I did to you today." With that, Felicia released Sue, who stood there with her arms dangling at her sides, still absorbing Felicia's words. The platinum blonde stepped back about two feet, and executed a picture perfect right handed haymaker. Her shapely hips rotated, her strong shoulders tighten, and her fist sailed through the air almost too fast to track with the naked eye and connected squarely with Sue's jaw. Sue twirled and landed on her back, spread eagle, her mouth piece landed next to her head what seemed like several seconds later. Felicia backed into a corner, draped her arms over the ropes and posed with her leg on the bottom rope while looking down on Sue's prone body. Felicia was proud of herself, that was probably the hardest she had ever hit anyone. Sue laid there unconscious, like a still picture of a woman making snow angles. Her chest lightly heaved up and down as she slept through Tony's ten count.

Peter Parker ran up on the apron to congratulate his victorious girlfriend. She wrapped her gloved hands around him and the two made out as Reed checked on his wife. Ben Grimm left the gym, going to the infirmary to get some items he was sure Sue would need when she came around. Tony Stark interrupted their make out session and called for Felicia to come to the center to have her arm raised.

"Well Reed, you remember our bet. I hope you aren't going to be a sore loser." Pete said to his friend.

"No... your woman won, go ahead." Reed said dejectedly. Felicia gave Spidey a puzzled look. He whispered something in her ear and she smiled. Pete left the ring and went to his bag and removed a camera he had often used at work. Felicia stood over Sue, placed a boot between her breasts, and struck a pose, flexing both biceps and smiling widely. Spider-Man took a picture and lowered the camera.

"Oh, take one more Petey, I want her to have one." Felicia laughed. Parker did and handed it to Felicia who dropped it on Sue's prone body. The two returned to their locker room, leaving Reed to tend to his wife and Tony to bask in the memory that would last him a lifetime.

Roughly twenty minutes later, Pete and Felicia were still going at it in their locker room. He groped for her chest through her sports bra, which noticably caused her to grimace, so her lowered his hands to her fantastic ass.

"Spider, would you mind giving me a few minutes alone? I want to check myself to see just what she did to my babies." Felicia asked. Peter Parker nodded and returned to the ring area to talk with Reed and Tony, and to check on Sue. As he shut the door, Felicia turned to the full length mirror on the wall. Carefully, she pulled the sports bra off and took in the damage. Her massive tits spilled out and held in place. No sag there. She grinned, proud of her girls and happy to see they werent badly mangled Nothing too bad at all. A light bruise on the underside of her left brest. She was red in other areas, but doubted they would swell. She smiled. While boxing wasn't as arousing to her as a straight up fight, she was turned on. She had pummeled Sue. Aside from her offensive flurry in the second round, she had dominated her. She thought to herself, Sue is supposed to be smart. Certainly a lot smarter than Mary Jane. She was almost disapointed since she couldn't just pay a visit to the Baxter building whenever she wanted to pound her as she could with MJ. She sighed. No way would the nerdy little bitch ever challenge her again....

She was wrong. In the mirror she saw the doorknob of the locker room turn and open. She expected to see Spider back for a little more action. To her shock, it was Sue. Quickly she turned to face her. Sue had regained consciousness, saw the polaroid of Felicia posing on her, and excused herself from the gym. She told Reed she wanted to be alone for a little while so no one would come looking for her. Way to proud to allow Felicia to humiliate her in her own home and in front of her husband, she came looking for one last shot at revenge. Felicia almost laughed. Sue just stood there in the doorway. She had a absent expression on her brusing and puffy face. Without warning, Sue screamed "BIIITCH!" and charge at Felicia, reaching for her hair. Felicia caught her by the wrists and easily overpowered the greatly weakend woman. She forced Sue off her feet and onto the ground. Standing above her, she mocked Sue.

"Aww she wants to play more, thats cute." Sue was on her back so she grabbed at and tried to claw Felicia's calves. Felicia reached down and grapped Sue by the front of her sports bra. She pulled her up slightly and delivered a hard smack that echoed off the walls of the small room. She then began to shake Sue violently by the already tearing sports bra. It quickly gave way and tore free, dropping Sue to the ground where her head hit with a dull thud. Quickly pushing Sue over, Felicia sat on her back and tied her hands together behind her back using the destroyed garment. She stoop up and rolled Sue over onto her back so she could see her face. Sue still had a hateful look on her face.

"Wow, just wow. I didn't expect that. Heh, look at those grandma titties of yours. No wonder your husband takes any chance he can get to check out a younger model." With that Felicia cupped her own breasts and lifted them slightly and let them drop. Sue could only look on with hatred. Felicia dropped down lightly into a sitting position on top of the stomach she had destroyed earlier. Sue's face tightend with pain, but she refused to cry out. Blackcat reached up and let her hair out of its ponytail. Her silverish locks cascaded down her shoulders to the middle of her back. Felicia looked over Sue's battered tits. She ran her fingers over one and was surprised with how soft they were. Using her index finger and thumb, she flicked one of Sue's nippled, like a cat playing with a mouse.

"Reed really must be a good scientist, he found a way to give an old cow like you a passable pair of tits."

Passable? Sue was beside herself. Reed LOVED her tits, and she had always considered herself to have a fantastic set. However looking up at bitch mounting her, she was somewhat in awe. This was the first time she had really taken a moment to observe Felicia's body, and all hatred aside, she was impressed.

"Well now, since you obviously aren't done fighting, and I don't have any immeadiate plans, lets put 'em to the test, shall we?" Before Sue could reply, Felicia laid down atop Sue, carefully measuring her breasts above Sue's before lowering them down. Wrapping her arms around Sue's back, she pulled her close. Sue immeadiately cried out. This contest wouldnt be fair under the best of circumstance, let alone now after her boobs had been tenderized and completely destroyed just minutes earlier. Sue's nipples resisted Felicia's only for a instant before giving way. Felicia's firm breasts pushed and flattend's Sue's. The defeated blonde's expression changed from anger to fear.

"Stop, please just stop!" Sue cried, embarassed and agonized. Unfortunately Felicia Hardy wasn't feeling very merciful, and she continued to grind her own breasts into her rival's. It only got worse the longer it went on, since Felicia was clearly getting turned on. Her nippled hardened and make the whole experience more uncomfortable for the helpless blonde. Finally satisfied, she sat back up. She wanted to continue this for much longer, but eventually someone would try to cheer Sue up and notice she wasn't in her room. Standing above her again, Felicia thought of one last ordeal to put Sue through. She slowly stripped off her skintight spandex shorts. They slid over her perfect ass and down her long legs. Now completely naked, she kneeled down next to the crying Sue.

"The mighty Sue Storm, reduced to tears and sobs? Shame you dont have your three friends to bail you out like always. Well, I'll do you a favor. When they eventually come in here looking for you, I dont want them to find you here carrying on like a baby, so lets do something about that." Without warning, she grabbed Sue's cheeck and forced her mouth open. It was still somewhat bloody, but she had a fix for that as well. She forced as much of her undergarment into Sue's mouth. Sue gagged at first, tasting a mix of sweat and sexual arousal. Felcia laughed as she got dressed in front of Sue. Stepping over and past her, she hit the light on her way out.