Shannon had a firmer stomach than Katherine, but for the first time in many fights she didn't have the biggest boobs. While Katherine's boobs were slightly larger, they weren't here to find out who had big boobs but who was the better fighter. Shannon didn't like that Katherine interfered in her humiliating Jodi. Even though she couldn't get into another fight just then, she was glad it happened like this. There were now at least a hundred people surrounding the two women as they prepared to fight.

Katherine looked at Shannon, disgusted by how far she'd gone after her fight with Jodi. But Katherine wasn't doing this for Jodi, she was doing this for herself. In the world of celebrities, few women were as tall and even fewer were successful actresses. There was Shannon and Jodi plus Dominique Swain, Liv Tyler, Julie Delpy, Charlize Theron, LeeLee Sobieski and Julia Styles. They were the most successful and Katherine wanted to add her name to the list. Most of them got a rep from fighting, so Katherine had gone after Shannon, the only one she felt had the body to compete with her.

"You ready yet, fattie?" Shannon screamed.

"Oh yeah, I'm ready lardass," Katherine screamed back.

The two women started walking forward until they got close to one another, then took swipes with their fists testing the other's primary defenses. Shannon lunged but missed and ended up rolling away on the sand looking up at Katherine who hadn't wanted to commit herself so quickly. Shannon got up, brushed the dust off her butt, reached behind her back and stuck out her chest.

"Let's see how tough those really are, shall we?" Shannon said as she took off her bikini top revealing a well tanned, firm set of tits that never even moved once the bikini came off.

Not to be outdone, Katherine took off her bikini top and Shannon's mouth opened in disbelief at just how great her young boobs were. As Shannon stared at Katherine open-mouthed, she was suddenly nailed in the belly by a punch. Katherine grabbed her by the hair and as Shannon started to scream, threw her face down to the sand. Shannon spit out a mouthful of sand just as Katherine drove a knee into her back. Katherine rubbed Shannon's face in the sand before she got up off her back.

"A little different than with Jodi," Katherine said as she waited for Shannon to get up.

Shannon started to rise and Katherine ran in and kicked her in the stomach doubling her over.

"Charisma said she had you beat 'til your friend interfered," Katherine sneered as she kicked Shannon in the stomach again. "Now, it's one-on-one, and with someone who has a better body."

Katherine kicks Shannon in the stomach a third time and as Shannon rolls from the kick Katherine follows still talking, "You never fought anyone like me. I got a better body, I'm just as vicious, plus I realllllllly don't like you."

But when Katherine drew back her foot for a fourth kick, Shannon threw sand in her eyes blinding her. Though she was blinded and in pain, Shannon ran in, picked Katherine up and carried her into the upright beam supporting the lifeguard tower. As the light shown down on the two fighters, Katherine arched her back in pain. When Shannon stepping back, everyone could see the bruises on Shannon's ribs and stomach from Katherine's kicks. Shannon rubbed her stomach, then jumped into Katherine driving a shoulder into Katherine's belly and bringing a loud, "OOF!"

"Oh you poor bitch," Shannon purred. "Now you're going to find out what Jodi and Charisma already know."

Shannon slaps Katherine so hard saliva flies from her mouth, then backhands her across the mouth again. Katherine's body turns halfway around as she slowly corkscrews to her knees, then leans forward wiping her mouth with the back of her hand..

"When you miss with me...," Shannon hisses as she kicks Katherine in the ass.

As Katherine starts to crawl up the Lifeguard tower, Shannon grabs her by the hair and says, "...you lose."

Shannon pulls Katherine the rest of the way up onto but as she gets her knees on the platform, Katherine pushes forwards and both of the big breasted beauties tumble through the doors of the Lifeguard Center and fall in a heap on the floor.

Katherine and Shannon rolled around until Shannon used her greater fighting experience and got a handful of Katherine's large breasts and squeezed with all her strength. Katherine's squeals echoed across the beach as the seagulls took wing and flew away. Shannon slithered up until she was straddling Katherine's belly, then looked down and smiled her cocky grin as she wrapped both hands around one boob, then squeezed until her fingers touched.

"Aaaahhhhh! Does the little starlet want me to stop?" Shannon asked mockingly while she was slapping Katherine's breasts together. "Come on girl, time to stand up and let everyone see what I'm doing to you to make you scream so bloody loud."

Shannon hauls her up by her breasts and slams Katherine's back against the wall. She releases her breast claw and presses her own, slightly smaller, breasts into Katherine's soft orbs. Shannon presses as hard as she could until Katherine's moan's of anguish fill the night sky. Shannon continues pressing, heedless of what Katherine is doing. Katherine slid her hand down between their stomachs and shoved it down the front of Shannon's bikini.

"How do you like it whore. Do you AIEEEEEEEEEEE!"

Shannon screamed when Katherine clamped on a crotch claw, lifting Shannon up and pushing her back. Shannon refused to give in though and reached down with a crotch claw of her own. But Shannon wasn't as strong as Katherine and Kath slowly shoved Shannon back until her butt hit the other wall.

Katherine dug into Shannon's pussy as she started lifting her against the wall. Then Katherine let go of her crotch claw and allowed Shannon to drop to the floor. She picked Shannon up by the hair, swung her around and threw her out the door. Shannon tumbled almost completely over the guard rail and the people looking at her saw the tears in her eyes. Naturally, they assumed all the screams they'd heard were hers until Katherine came out with her left breast showing signs of the torture Shannon had put her through.

Shannon quickly turned around and landed a slap to Katherine's face and Katherine answered back with a slap of her own. The women went for each other's hair as they battled atop the lifeguard tower, not knowing where they were going when they tumbled headfirst over the railing as the two beauties fell and landed on their sides in the soft sand.

Shannon's body took the brunt of the impact when Katherine landed on top of her arm. Katherine coughed up some sand as Shannon started to move around and the two crawled toward each other. Katherine lunged at Shannon grabbing her breasts and digging in, but Shannon also reached up and she latched onto Katherine's bruised boobs. They rolled around on the ground torturing each other's breasts but Shannon had trouble getting all of her strength in her attack.

Shannon wouldn't give in though, and she nailed a knee to Katherine's pussy that made Katherine lose her hold on Shannon's fleshy boobs. Shannon immediately went for a breast smother, using Katherine's hair to pulling her face down and slap it in between her boobs.

With all the strength she had left, Shannon wrapped her arms around Katherine's head, trapping it between her boobs and squeezing with all her might as she rocked back and forth. Katherine knew she couldn't go out like this and as she felt herself fading away she pushed at Shannon's shoulder knocking her away and letting her get a deep breath of air.

Shannon fell to her ass while the red-faced Katherine sucked in a lungful of fresh air. Shannon got up first and while Katherine was still gasping, Shannon hauled her up by the hair. But Katherine as she was coming up drove a wicked one-two to Shannon's pussy that stopped her in her tracks.

Shannon fell back and Katherine jumped on her, slamming brutally accurate knee lifts to Shannon's pussy over and over. Katherine held Shannon's hair to get more power into her knees, even jumping up as she continually nailed Shannon while everyone looked on and shock except Jodi Lyn O'Keefe who cheered Katherine on by yelling, "Yessss!" as each knee landed with a muffled THUD.

Shannon could take no more pain and passed out, but Katherine wouldn't let her go. She dragged Shannon to the surf and shoved her head underwater, then sat down on her belly.

She pulled Shannon's head up and as she sputtered and spewed water, Katherine shoved her boobs in Shannon's face and demanded, "Lick my nipples or I'll drown you, bitch."

Shannon wouldn't do it and instead she spit in Katherine's face. Katherine smothered Shannon with her boobs while she pushed her head underwater at the same time. She held Shannon underwater for a few moments before bringing her back up. As soon as Katherine took her boobs away, Shannon quickly gave her breasts a lick.

But then Shannon bit down! Katherine screamed, but she dug her fingernails into one of Shannon's boobs and raked the other down her pant's until Shannon let go.

Instead of dunking Shannon again, Katherine kept the crotch claw on and Shannon could do nothing but scream, "OK no tricks I will do it"

Katherine gave her another chance and sure enough Shannon licked her boobs while Katherine cooed, "Good girl.... I'm through with you now."

Katherine got up and started to leave, but then she stopped, turned around pointed at Shannon and laughed. Shannon was too weak to do anything but then she slowly struggled to her feet as if wanting to continue the fight. As Shannon stood up, however, she was jumped from behind by Jodi Lyn O'Keefe. Jodi punched Shannon in the back of the head and kicked her until several kind-hearted spectators hauled her off of Shannon.

Jodi pulled away from them, ripped off her top and spun Shannon around. Jodi punched Shannon in the face until Katherine came back and kneed Jodi in the back of the head then put her in a breast smother while she sat on Shannon's face at the same time.

After Katherine had downed the two actresses who had caused her all the trouble, she sat there in the tide wondering what to do next. Some people hauled them away, but Katherine in a final humiliation, removed the rest of Shannon's clothes and all of Jodi's, then laid their bodies on top of each other in a 69 position.

"Let that be a lesson to them both," she murmured as she spun on her heel and strutted away to applause from the crowd.