"Well pardon me, sweetheart!" scoffed 49 year old film veteran Lauren Bacall. "I was only trying to help!"

Director Sidney Lumet twisted around in his canvas chair and scowled at the two women, putting his index finger to his lips to quiet them. The actor's in the middle of shooting their scene were being distracted by the off-camera spat.

"I respect your work, but let's face it," hissed the riled up Jacqueline. "You haven't had a picture in eight years. Pardon me, but I think you're a little 'long in the tooth' as well."

"Long in the tooth!" snarled the 5'8 1/2" blonde legend. "Why you snotty little harlot!"

"CUT!!!" yelled Lumet. "Ladies!!! We are attempting to shoot a scene here! Please refrain from the goddamn squabbling!"

Lumet had lost his cool. It was difficult enough directing the huge ensemble cast of 'Murder On The Orient Express' and the last thing he needed was a hissy fit between two of his leading actresses. Unfortunately, that's the trouble he was facing. It was late in a grueling 12 hour day of filming. It was time to call it a night.

"Okay everyone, that's a wrap for today!" he announced wearily. "We'll pick up again tomorrow morning. Everybody get some rest," he said, tossing Lauren and Jacqueline a stern look.

The 5'6 1/2" younger woman's barb had stung Lauren's pride. The nerve of that woman! Lauren had been making movies for over 30 years...since before Jacqueline was born! Despite the fact that the Hollywood legend, nicknamed 'The Look', was in fact a very modest actress, Jacqueline's derogatory remark infuriated her. Lauren watched the equally angry brunette storm off the set with a stare filled with malevolence. Sean Connery came up beside Lauren and put a hand on her shoulder. He'd witnessed the entire incident.

"I do believe our busty colleague needs a lesson in respect, don't you?" he asked.

"What she needs is a good ass blistering!" huffed Lauren. "Believe me, she wouldn't be the first one I've taken my palm to."

"I suggest you do just that, my dear," he said with a wink. "I'd love it if you would join Ms. Bisset and me in my suite for drinks later. You can discuss the matter in terms she'll...understand," he offered as a tight grin appeared on Lauren's lips.

"One hour, my suite," Sean said, then he gave Lauren's shoulder a firm squeeze before turning away.

An hour later, Lauren was standing outside Sean's door. Her rage hadn't dissipated in the sixty minutes she'd spent changing clothes and she scowled thinking about the insulting English bitch. As Lauren made her way to his suite, the dashing Scot had been chatting up his enamored guest, Jacqueline. The top heavy brunette beauty had shown up dressed to raise eyebrows, and anything else! She was in a patchwork purple and navy blue suede mini-, the operative word being "MINI," fastened with two snaps at a white leather waistband and a sleeveless black stretch knit top and black platform shoes with 4" heels. As she lounged on the couch sipping a cocktail and idly toying with her hair, she deliberately eased her legs apart every so often, giving Sean a gratuitous up-the-skirt shot. He squirmed as he sat facing the brunette; she was playing him like a fiddle...or so she thought.

"I just adore you as Bond, James Bond!" she gushed, giving her mane a toss. "You fit the character so very well."

"Thank you, my dear," answered Sean appreciatively as his eyes again darted to the dark thatch of dense hair between her spread legs. "I must say I was rather smitten with you in 'Casino Royale'."

Jacqueline blushed and giggled, looked Sean straight in the eye and ever so slowly opened her legs a bit wider before slowly and languidly crossing them, the platform shoe on her crossed foot playfully swaying. Then there was a firm knock at the door!.

"That must be our guest!" gushed Sean as he bolted eagerly from his chair and checked his watch. "Right on time, I see!"

"What guest?" asked the perplexed brunette, her eyes darting toward the door.

Sean opened it, his body shielding Lauren from Jacqueline's view. He smiled as he surveyed the mature yet still alluring woman. She was exquisitely beautiful in a wine color polyester stretch knee length tank dress, luxurious pantyhose and black strappy open toed shoes with 3" heels.

"Why you look lovely, my dear Lauren!" he greeted.

"And you're dashing as ever, Sean," she complimented. "Where's our little pain in the ass?" she asked as she breezed in. Seeing Jacqueline, Lauren beamed, "Ahhh. There she is!"

Jacqueline's jaw dropped as Lauren strolled toward her. "Pain in the ass?" she snarled as she sprang to her feet. "Speak for yourself old lady!"

"This old lady's gonna teach you some much needed respect, girlie," hissed Lauren coldly as she kicked off her shoes.

"The hell you are!" snapped the brunette. "Come one step closer and I'll thrash your decrepit old body!"

"You're a lippy little cunt, aren't you?" retorted Lauren as she stepped closer.

"Please...ladies!" interjected Sean, doing his best to suppress a grin. "Do carry on!"

Jacqueline knew she'd been had, "That rotten scoundrel!" Then thought, "Let's see how smug he is after I stomp her face into the rug."

The brunette attacked without warning, sending her open hand slicing through the air. It landed on Lauren's cheek with a SMACK! The older woman shocked Jacqueline, taking the blow solidly and responding with a vicious slap of her own. Jacqueline yelped as her head whipped to one side, her hand darting to her stinging cheek. Then she erupted with ire and charged, slamming into Lauren like a linebacker, taking her off her feet and driving her to the carpet. Lauren grunted heavily as she was pounded into the carpet where she lay momentarily dazed as the brunette climbed atop her and dug both hands into her already disheveled hair.

Jacqueline began a nasty hair yanking session that soon had the older woman howling as she was shocked out of her grogginess by the searing pain in her scalp. In desperation, Lauren's hand shot to Jacqueline's throat, clamping down hard as she tried to fend off the crazed woman. The dark-tressed British beauty gasped as Lauren's grip tightened but as soon as she reached for Lauren's hand to pry it off, Lauren rattled her with another heavy-handed slap. Jacqueline chirped as her head bobbled, then she shrieked when Lauren grabbed her hair and rolled her off. As the brunette tumbled onto the hotel carpet, Lauren swung her over her bucking foe's body and straddled Jacqueline's belly.

Lauren took Jacqueline's hair in both hands and began to beat her head on the floor, hissing, "This's how you treat a whore when she's down, you dumb amateur!"

Jacqueline fought back ferociously, ripping a short, powerful punch to Lauren's ribcage that hurt the older woman who groaned heavily and froze, her body lurching from the blow. The brunette bucked her hips and pivoted to one side as she grabbed Lauren's mane and flipped her over to the floor on her back with a shrill yelp. Sean leaned against the wall, watching the proceedings as he sipped his scotch.

"I just love it when the fur flies!" he marveled.

Jacqueline, a bit groggy from having her own head bounced on the floor, paused briefly before she pushed herself up off the floor with one hand and swung her leg over straddling her wheezing older rival. Lauren was short of breath and laboring as she lay on her back, gritting her teeth as the young woman bent over her. Defensively, she raised her legs just as Jacqueline rose to a kneeling position astride her waist, intent on sitting on the aging bitch and beating her senseless. Lauren's legs caught Jacqueline by surprise and she trapped her between her legs, pulled her over and then tightened her sinewy thighs around the English lasses waist, scissoring her.

Jacqueline gasped as she felt the wiry power of the old veteran's legs crushing her ribs. Her hands groped at Lauren, who caught them as they approached and clasped Jacqueline's wrists. Jacqueline grunted in pain and frustration as Lauren subdued her and squeezed gave her torso another vicious squeeze. The two women's arms quivered under the strain as the brunette frantically attempted to overpower Lauren who was intent on flattening her and break free of the old woman's scissors.

Lauren grimaced as she flexed her thighs again, forcing a pained groan from the dark-haired Brit as she held onto Jacqueline's wrists tightly, knowing if she got her hands free, they would do damage to her venerable face. Lauren snarled as she worked her legs like an anaconda, crushing the fight out of Jacqueline whose distorted face reflected the agony in her body as the veteran of many Hollywood catfights scissored the breath out of her.

"Bitch!" spat Jacqueline as her weakening spirit further sagged and her arms trembled in Lauren's firm grip.

Lauren felt the girl's resistance weaken and swiftly released Jacqueline's left wrist and smacked her across the face, eliciting a high pitched yelp from the brunette. A follow up backhand snapped Jacqueline's head sharply, and the overwhelmed girl was forced onto her side with Lauren's legs still clamped tightly around her delivering punishment. She groaned hoarsely as Lauren propped up on one elbow and continued to flex her thighs relentlessly.

Jacqueline weakly pawed at Lauren's thigh, unable to grasp anything else as Lauren kept her body safely out of the way as she tortured the young actress. Lauren rhythmically squeezed her legs to force agonized grunts from the faltering brunette. Jacqueline's legs swept back and forth across the carpet as she lost one of her shoes until they finally stopped and she lay still, struggling just to breathe.

"Damn....you!" she groaned. "Old........hag!"

Lauren frowned and poured on more vise-like pressure. She could feel the young woman's resistance waning, but her disrespectful tone needed to be changed so she reached out and captured one of Jacqueline's heavy breasts in her hand, grabbing it and squeezing through her tightly stretched top. For a fleeting second the brunette's eyes met Lauren's and the veteran catfighter could see a look of absolute fear in her eyes.

"Aaaaaannngghhhhh!!!" screamed Jacqueline as Lauren brutally clawed and mashed her tit as her hands slapped Lauren's arm and she wailed in pain; the older woman with a lecherous grin on her painted lips as she mauled the massive mammary.

"I see you're going to need vigorous lesson in discipline," growled Lauren. "Fear not, my dear...(squeeze!).....you're in good hands. If you don't believe me, ask Mamie van Doren, Mitzi Gaynor or Diana Dors. They've all been right where you are today!"

"Good hands indeed!" said Sean with a chuckle, eating it up.

Jacqueline's face grew beet red as she desperately slapped Lauren's forearm, unable to break her tight grip on her traumatized tit. She was quickly being overwhelmed by Lauren's savage combination of waist scissors and tit torture, but her fiery spirit remained undiminished.

"Let go....of....me......DAMN YOU!" she growled.

Lauren had to lean closer to the brunette as she relentlessly flexed her thighs. She let go of Jacqueline's breast, her fingers curling in a fist as Jacqueline closed her eyes and groaned with a momentary sense of relief. But before the brunette realized there was a motive behind Lauren's release of her aching tit, she was rocked with a sharp punch to the jaw. Her head thumped down against the floor, the thin carpet doing little to absorb the impact. She lay there in a moaning daze as Lauren ruthlessly surged forward with her dose of punishment, tugging the bottom of the brunette's top out of her waist and pulling it up to bare her bountiful, and unfettered, breasts.

"My goodness!" exclaimed the older woman with a twinge of jealousy. "You must've been one of those bra-burners! How convenient!"

She righted herself and straddled Jacqueline's waist again, employing a schoolgirl pin and ignoring her own dress as it rode up her thighs which framed the brunette's flustered face. The pressing weight on Jacqueline's chest snapped her out of her fog and her feet began to beat a tattoo on the floor so fiercely that her other shoe flew off, landing at Sean's feet. Lauren smiled down at her angry rival with an expression of smug superiority, then reached back behind her and fondled Jacqueline's bare, vulnerable, heaving breasts.

"NO!" squealed Jacqueline as she felt Lauren’s hands close over her ripe boobs.

"Oh yes!" snickered Lauren who viciously tore into the tit-flesh filling her hands.

The dark-haired Jacqueline’s legs flailed wildly, her piercing shrieks filling the air as Lauren’s nails slashed into and yanked her bare breasts. Lauren's face ominously darkened as she punished the young woman pinned beneath her; clamping onto Jacqueline's protruding nipples and tugging with brutal, scream inducing, yanks.

"The ol' schoolgirl pin.....with a twist!" marveled Connery. "Simple, how deliciously damnably erotic!"

"Get.......UUUNNNGGHHHHH!.....off me!!!" wailed the brunette as she thrashed frantically.

Lauren ignored Jacqueline's plea and continued to maul the outclassed young girl, working over her prodigious tits until she was a quivering, quaking, blubbering mess. She relented briefly, but only to grab her whimpering rival by the hair and pound the back of her head on the floor. Jacqueline chirped with a sickening grunt, then lay spread-legged between Lauren’s thighs, her mind slipping in and out of consciousness as Lauren sat up, took a deep breath and ran her fingers through her hair before putting her hands on her hips and looking back over her shoulder at Sean.

"I'd say the old girl's still got it, wouldn't you?!" she asked, rising to her feet and standing with her slim legs straddling Jacqueline.

"I never doubted it a moment, my dear," answered Sean with a salutary hoist of his glass. "No ma'am, not for a moment."

He brought his glass to lips and sipped his Scotch as Lauren leaned down and grunted as she slowly worked the brunette's top completely off over her flushed face. Grasping the waistband at the top of Jacqueline’s leather skirt, she popped the snaps before she wriggled it over her hips and down the whining brunette's slack legs. Sean coughed, nearly choking on his scotch when he got a look at Jacqueline's purple nylon bikini panties. The British babe was certainly an eyeful - built like a brick shite house with long, beautiful legs, a nice womanly belly...and incredible tits. Yes, they were scratched, raw and discolored from Lauren's savage attacks, but still undeniably incredible!

The typically modest Lauren was everything but modest when it came to defending her honor as many women who’d tried to steal Humphrey Bogart from her had found to their discomfort. And mercy wasn’t in her demeanor tonight either. She was going to crush this smart-ass Brit brunette and Jacqueline's moans turned to painful cries when Lauren hauled her to her knees using two handfuls of hair.

"Please leave me be!" begged the exhausted, battered young woman as she looked pitifully up at Lauren.

Lauren's hands returned to Jacqueline's aching tits, grabbing her by the nipples and pinching. Slowly, Lauren backed up, forcing the whimpering Jacqueline to scrabble after her on her knees across the carpet.

"Are we beginning to reach an understanding, young lady? Eh?" asked the venerable star.

Jacqueline sniffled as she clutched Lauren’s wrists as she continued to crawl on her knees, "Yes! Please let go of me!"

Lauren slowly backed to the couch, then sat down as she continued to crush the brunette's nipples in her fingers. Jacqueline halted, still on her knees, between Lauren’s knees; her crimson lips trembling, her arms hanging limp at her sides as if afraid to raise a hand.

"I've always hated big breasts," Lauren hissed matter-of-factly. "I imagine at this moment you do as well, don't you?" she asked, giving Jacqueline’s dark brown nubbins a quick pinch.

The beaten and battered brunette barely mustered a sniveling whine in response as Lauren belittled and humiliated her.

"Well, I love 'em, luv!" offered a bright eyed Sean with a leer.

Lauren shot him a naughty glance before she returned her attentions to Jacqueline. The brunette's head was tilted back, her eyes pinched tightly shut as she grimaced and moaned. Lauren released her nipple clamp but swiftly swung her legs up and extending them straight out on either side of Jacqueline's head as she braced herself against the couch behind her. She crossed her ankles behind Jacqueline’s head, compressing her inner thighs against the brunette's neck in a tight head scissors.

The brunette's eyes widened, reflecting her panic, as she gasped as her hands on top of Lauren's thighs and vainly tried to pull them apart. Lauren grunted as she tightened her scissors, applying stalwart pressure to the trembling brunette's neck. Jacqueline's hands urgently slapped at the pantyhose encased thighs tormenting her, but she gained no reprieve from her action. Sean's heart leapt in his chest as he watched. Lauren's dress by now had ridden up her thighs and as she worked her foe, it was dangerously close to exposing her womanly charms.

Where his attention had been focused on young Jacqueline’s purple pantied derriere, the enticing view between Lauren's legs now beckoned and he subtly adjusted his position and his breath caught in his throat. He blinked and then stared for it appeared the regal Ms. Bacall hadn’t worn any bloomers under her pantyhose for this confrontation and he unabashedly took in the arousing view.

"Pardon me, Humphrey," he mumbled, invoking the spirit of Lauren’s departed spouse who’d first introduced his young ingenue wife to catfighting. “But I know you of all people, understand."

Jacqueline's body was in the midst of a quivering, groaning sobbing fit as Lauren’s tightly constrictive scissors wasn’t to be broken and that realization had just sunk in. Panic enveloped her as the approaching darkness of unconsciousness stared her in the face. The tears streaming down her cheeks dripped on Lauren's pantyhose, leaving damp dark splotches. Jacqueline’s eyes gazed up at the aging warrior, her expression reflecting the helplessness she felt as her hands ceased slapping and tugging at Lauren's legs, and just held onto the flexing quadriceps in a timid, feeble manner. She gasped for breath, despairing as her eyelids began to droop from oxygen deprivation.

"Do you still consider me 'long in the tooth' little missy?!" Lauren sneered coldly.

"Pleeeasssssse," gasped the brunette. "I.....can't...........breathe...."

"Well, for God's sake, that's the whole point you silly twit!" snapped the merciless veteran actress.

Lauren grunted and squeezed powerfully, lifting her ass off the couch as her elbows dug into it for leverage. Sean ogled his birds-eye view up the mature woman's skirt as she wickedly scissored the brunette until Jacqueline shuddered and went limp as she passed out. She slumped forward and came to rest with her face resting on her rival's crotch when Lauren opened her legs and planted her feet on the floor. Lauren raised Jacqueline's head with a handful of hair and glared at her face which was a tear-streaked mess with strands of her long dark hair plastered to it, her mouth gaping ajar. Lauren nestled the unconscious girl's face back down and snuggled it deep into her crotch.

"I’d simply LOVE a cigarette, if you could spare one!" she purred to the awestruck Sean.

"Certainly, my dear," he replied as he fumbled in his pocked. "May I say, that was quite an impressive performance!"

He fished a cigarette out of the pack as he strolled over to her, placed it in her lips and he lit it with a lecherous wink.

"The young people today are just dreadfully rude, wouldn't you say Sean?" Lauren chuckled as she exhaled a plume of smoke.

"Yes, I agree," he replied. "No doubt a good many of them could use a good ass whipping!"

Lauren chuckled, "Yes, I certainly hope out little Jackie has learned to respect her elders. But I suppose I should make it crystal clear."

"Undoubtedly. By all means, Ms. Bacall. I think it is most definitely warranted,” Sean sighed. This is one encounter she's sure to remember for quite some time."

Lauren batted her long lashes helplessly at Sean as she whispered in her throaty voice, "Would you be so kind as to pick Sleeping Boobies up and, gently mind you, just drape her sweet body over my knee?"

"I'd be delighted!" exclaimed Sean as he effortlessly hefted the limp brunette, grabbing her bodacious breasts, and gently positioned her face down over Lauren's outstretched thighs. She steadied her defenseless foe with a handful of hair as she whisked the girl's panties over her hips and skinned them down to her knees, exposing her full, pale fanny. An insidious grin came over her face as she grabbed Jacqueline's ass in her hand, squeezing it and jiggling. Releasing it with a loud sigh, she SMACKed it firmly and then smiled as the soft flesh jiggled. A protest moan dribbled from the brunette's lips as the spanking partly revived her. Her eyes lazily fluttered open and she blinked in confusion, staring down at the carpet.

"OWWWW!!!" she yelped as Lauren smacked her ass with another stinging spank.

"AAAAARRGGHHHHH!!! STOP!!!" Jacqueline squealed as Lauren began to rain slaps down onto her up-turned ass cheeks.

Lauren held Jacqueline firmly in place a rein on her hair as she mercilessly peppered her rapidly reddening fanny with spanks. Jacqueline howled in anguish as her arms waved wildly back behind her in an unsuccessful attempt to protect her stinging backside. Sean watched excitedly as Lauren disciplined her noisy rival, giving her tail a tanning like she'd never known. SMACK after SMACK poured down onto the red, quivering flesh, leaving Jacqueline to twitch and buck with an excruciating burning sensation in her netherland.

"Pardon me Lauren, but I simply must indulge," interrupted Sean as he moved closer.

Lauren paused as he took a hefty sip of his scotch, emptying the glass and swirling the spirit around in his mouth. He leaned down until his face was inches above the whimpering brunette's flaming fanny. Then Lauren gasped in shock as he opened his mouth and ran his moist, scotch-coated tongue over her hot, flushed ass cheek. The brunette trembled with excitement, then screamed in pain as the alcohol inflamed her already stinging flesh. Sean straightened up and chuckled, giving the bawling girl's rear a sharp slap of his own.

"Oh, now that's one cushy target, isn't it?!" he exclaimed with a smirk.

"Back off, Mr. Fresh!" scolded Lauren with a stern look. "This is MY performance!"

She resumed the spanking, humiliating the young actress who wailed and began to quake with sobs as she was forced to take a brutal and disgraceful beating. Blubbering protests exploded from Jacqueline's trembling lips as the intense pain came in ceaseless waves and her labored breathing approached hyperventilation. Lauren relentlessly abused the girl's red ass until she began to perspire.

Eventually, almost gratefully, Jacqueline's quivering cries fell silent and she passed out, unable to stand any more trauma. Her disciplinarian saw the girl's legs drop limp from their straight out posture as her feet hit the carpet and dangled without moving. She stopped spanking, released her grip on Jacqueline’s hair and let the girl's head flop down, her face toward the floor.

"Let me help you with her," offered Sean as he moved in to pull Jacqueline off Lauren’s lap.

"No, I can handle her!" Lauren snapped sharply, waving him away.

He took a few steps back and watched as Lauren unceremoniously dumped the unconscious brunette on the carpet. She landed on her side and rolled onto her back with her legs crossed. The mature battler arose from the couch and quickly tugged her raised dress back down over her firm thighs, glancing mischievously at Sean who watched her action with a sly grin.

"How 'bout dinner?!" boomed Sean.

"That's sounds delightful!" answered Lauren. "I'm sure 'Miss Red Arse' can find her way out once she comes back to life."

The next morning on the set, Jacqueline stood meekly beside Sean as the director approached. Lauren was still in make-up, feeling exhilarated and very much looking forward to the day's shoot.

"Jacqueline," asked Lumet in a low tone, "you and Ms. Bacall gonna be able to work today without making a scene?"

The brunette yelped and winced in pain as Sean gave her ass a firm slap.

"Sidney,” Sean said proudly. “Jackie and Laurie are both pros. You'll have no more trouble with either, I can assure you."