Cordelia was wistfully wandering around the boutique remembering the days when she had money to pass an afternoon. With the IRS recently seizing most of the family's assets for non-payment of taxes over many years, Cordelia decided to move to Los Angeles to pursue an acting career. There was no pressing reason to stay here in small town California when her talents would be recognized in the bright lights of the city of angels. With most of what remained of her stuff packed (not that there was much after the IRS had finished) she was just waiting to be told that she had an apartment in Los Angeles and that was just a matter of time. As she looked up she saw Willow in front of her, and having winced at her attire - red sneakers, long socks, denim skirt and a flowery, sleeveless summer top - which only served to reinforce why she wanted away. As the shock wave of mutual animosity swept through them, she decided that there was no reason to be anything other than unpleasantly bitchy.

"Surprised to see you in here Willow, I thought you did most of your shopping in charity shops or is it ‘geeks r us’?" Cordelia's smug, bitchy, smile raised Willows hackles in a way only she could.

"At least I have money to be able to shop here Cordelia; I think you should be grateful not to be looking for jailhouse gray!"

"Oooooh Willow the bitch!" sneered Cordelia, "Just because a singer in a band is interested in you does NOT make you a bitch…or are you doing ALL the band members!" Cordelia still smarted at the fact that her relationship with Xander had broken up because he wanted this little geek.

"Still can't get over the fact that Xander wanted to be with me rather than a skank like you can you Cordelia? Dressed like that, I’m sure you'll make a good prison bitch!" Willow sneered, looking at Cordelia’s black heeled sandals, short silver designer skirt and a tight top, with her hair piled up on her head.

"If it weren't for the fact that you'd go running to Buffy, Id be only to glad to show you what a bitch I really can be!" hissed Cordelia malevolently.

Willow gulped; she’d never really been in a fight and all Buffy’s attempts to teach her to defend herself had only resulted in the two of them giggling. She’d seen Cordelia pulling hair a couple of years ago, and with more confidence than she actually felt, issued her challenge, "I don't need to hide behind anyone Cordelia, and if you want to come with me to the Bands garage we'll see who is better. Don't worry they won't see me beat your ass as they are out of town today."

Cordelia was surprised by the challenge, but this was to good an offer, and it would pass the afternoon so she accepted. Willow hurried to pay for her purchases, not wanting to waste the shopping time, before hurrying the few blocks to the Oz's garage where the band practiced. Cordelia waited outside for her opponent enjoying the sun, before following Willow to the garage in a quieter part of town. Although it was locked, Willow had a key, let herself in, and put her shopping on one wall, not bothering to switch on the lights, instead relying on the sunlight through the dirty windows. Cordelia wrinkled up her nose at the interior with various amps, drum sets and other bric-a-brac against the wall and a grubby carpet on the floor. But what had her attention was Willow stood in front of her, legs slightly apart looking slightly nervous. Taking charge of the situation Cordelia slowly shut the door, put her bag down and walked towards the red head. Willow stepped forward and then started to edgily circle Cordelia,

"So what now Cordelia?" she asked, her nervousness and uncertainty at this new situation clear in her voice.

"Now I get to make you pay you third rate geeky skank!" snapped Cordelia and grabbed hold of Willows hair with both hands and dragged her forward. Willow let out a shriek and instinctively moved to try to protect herself, but when Cordelia then dropped a hand to slap her across the face leaving a red mark on her pale skin she decided to attack back. Doing her best to ignore the pain in her scalp she sank her hands into Cordelia's long dark hair and started pulling, and was rewarded with a squeal from her opponent. Cordelia hadn't really expected this to be a walkover, but she think that Willows tolerance for the sort of bitch fight you had to go through if you wanted to make it on the cheer leader team would be low. She followed up with a couple more slaps the Willows face and was genuinely surprised when Willow responded in kind with an openhanded slap across her cheek. This only served to enrage Cordelia who adjusted her grip on the redheads hair, pulled, and pushed her head down until she was bent double; her hands flailing impotently. "Down where you belong skank!" Cordelia barked.

Willow panicked when she lost hold of Cordelia's hair and as she felt herself being pushed downwards only able to view the floor and her rival's feet, she began to lash out with her hands. She slapped at Cordelia's long bare legs and then started to pinch and scratch at them as the two of them circled erratically. As Cordelia struggled to push Willow down, she hopped and danced about to make it harder for Willow to attack her. Then she tried to bring up a knee, as she had seen, but would never admit to copying, Buffy do into her opponents body. On the first occasion, she did not feel any contact. When she repeated this attack, she felt Willows clammy hands grab hold of her legs, clawing at them and the next thing she knew she was falling backwards.

As Sunnydale High's former head cheerleader collapsed on her ass in a most unladylike way, Willow was toppling forward with her. The two of them ended up with Cordelia on her back (no jokes please about her academic achievement) with a flushed Willow on her knees looking up her prone rival's body, and she was angry, more angry than she had ever been with Cordelia Chase before. She reached forward, grabbing hold of Cordelia's designer skirt and started to pull and yank on it. Cordelia let out a strangled shriek of horror as her last decent skirt was pulled and stretched. Demonstrating the dexterity that had long been the stuff of Xander's dreams, Cordelia pulled herself up and grabbed hold of Willows short hair intending on taking the fight to her. But this development did not distract Willow who was fixated on ruining Miss Chase's skirt. It was only when Cordelia grabbed hold of Willow's top that the red head started to notice and they engaged in a frenetic clothes-ripping contest.

Inevitably, it was Willow's cheaper top that started top rip open first, revealing more of her pale skin, rather than Cordelia's quality skirt. As Willow's white, and distinctly functional bra, came into view, she let forth a string off bad language and furiously yanked at the skirt, causing it to rip open from the waist down. Then with fury of a dervish demon, she threw herself on the ex-cheerleader grabbing her hair, pulling it out of its expensive styling, knocking her back and attempting to pin her. Cordelia brought her own hands to bear on Willow's face and hair in a desperate attempt to fend her off. She managed to clamp a hand across the red-head’s face pushing it back while her other hand alternated between pulling hair and delivering slaps to now exposed skin.

All the time Willow was squealing and shriek venomous words of hatred from the years of humiliation she had suffered from her opponent. Her hand furiously tore and yanked at Cordelia's hair, delivered slaps and pulled her the expensive designer top. However satisfying this was it only spurred more desperate defensive measures from Cordelia, for who this was not going anything like she had imagined or wanted. She managed to claw open what was left of Willow's top and painfully snap the cheap elastic of the redhead's bra into her skin causing a welt to start to appear. As the two of them battled on the floor, their legs flailed about with one of Cordelia's shoes flying off, before they started to roll about, slowly at first but then more and more as they sought to gain a dominant position.

The more they rolled about on the rough floor of the garage the more their sweaty skin became bruised and marked. The heel of Cordelia's remaining sandal laddered and ripped open one of Willow's socks while she tore furiously at the red-haired woman's top reducing to tattered rags that clung to her. Willow had meanwhile reduced Cordelia's much more expensive top to little more than rags fit only for wiping windows before starting to claw at the cheerleaders' designer bra (along with matching panties; an optimistic present from Xander) and disheveled hair. Although battling on the floor negated much of Cordelia's supposed greater skill, she was far more athletic than Willow and the young witch started to gasp for breath and groan at the exertion of the fight. As Cordelia managed to get on top, she was intent on enjoying her domination of the fight, while Willow struggled beneath her. It was only the surprise of Willow grabbing and twisting Cordelia's left breast, causing the dark haired woman to question the sexuality of her opponent, which enabled Willow to escape the grappling and roll clear.

Just as she thought she could catch her breath, Cordelia demonstrated her gymnastic prowess by swiveling around and planting her foot squarely into Willow's midriff. It was fortunate for Willow that it was the sandal less foot that slammed into her body. As she screamed with the pain and surprise of the kick, a second blow caught the side of her breast bringing new levels of pain to her thin teenage body. This blow caused to crash into the wall, moaning and whimpering as she struggled to get up onto her hands and knees. Miss Chase, believing she had delivered her the decisive blow, kicked off her remaining sandal and moved up onto her knees to move in close to her moaning rival.

"You'll regret ruining these clothes you little bitch!" hissed Cordelia as she reached out her right hand and grabbed the waist of Willow’s denim skirt.

She was about the grab a fistful of red hair with the other hand when Willow raised herself up and with all her might swung the leg of her right new suede boot across the dark-haired Cordelia’s face. This blow snapped in Cordelia's face and sent her recoiling backwards squealing as if shot. Cordelia lay on the floor staring up at the ceiling while she groggily rubbed her burning cheek as she tried to come to terms with this turn of event. As she painfully raised herself to see, where Willow had gotten Miss Chase only narrowly dodged a boot, flying heel first, through the air. When it grazed her ear, the dark-haired woman realized that she need to put some room between her and her rival. Willow was meanwhile coming to terms with her state and the pure unadulterated rage and fury with which she now regarded Cordelia Chase. When she saw the cheerleader start to scuttle and crawl towards the door on her hands and knees her skirt sliding down to reveal a pair of black panties.

"Get back here bitch!" snarled Willow.

She kicked off her damaged skirt, "showing off" distinctly unattractive white panties, then started after Cordelia who was also intent on discarding her ripped skirt. But for once Cordelia had more practical thoughts in mind rather than wanting to show off her body, as she wanted to get away from the red head. But as she managed to get within arms reach of the door she felt Willow land on her pushing her down on the floor. Before she could break free, she felt Willows finger embedding themselves in her hair and pulling. Cordelia thrashed and wriggled in an attempt to break free, lashing out with her hands while she felt herself being pulled up by her roots.

"I'll kill you Willow, you dirty skank!" screamed Cordelia, desperate to face her opponent and get to grips with Willow.

But Willow wasn't going to give up this advantage, and used her free hand to pull at her opponent's bra, exposing her breasts and pinching and scratching at the smooth skin. Each of these attacks brought a squeal and torrent of expletives followed by a blow from Miss Chase as she sought to defend herself. With both of them on their knees and Willow's breasts pressing into Cordelia's back, Miss Rosenberg upped the ante by sliding her free hand down the back of Cordelia's black panties and started to claw and scratch (and to some extent explore) her womanhood.

Understandably, Cordelia screamed with pain, embarrassment and shock at this attack, the like of which she had never suffered. Try as she might struggle and seek to break free there was no relief from this attack. As Cordelia tried to rip off her own panties, Willow snapped her head back by her hair and started to lean back, reducing Miss Chase to slaps and claws to the few parts of Willow that were within reach.

Then Willow ended the fight, more by accident than design, by suddenly twisting and pulling Cordelia's crotch making the cheerleaders face turn white as she gasped for air then burst into tears. Not quite, realizing what had happened, Willow let go of her rival and moved back as Cordelia toppled forward to the floor crying and stroking her damaged, battered body. Willow also started to sob under the stress of the emotions over what had transpired; what she’d suffered and what she’d inflicted on a woman who’d tormented her for five years.