Teri was startled but amused, “My we do take ourselves quite seriously around here don't we? You can button it up or forget the whole thing!”

But Julie had a fast retort for that, “Only thing that's gonna get buttoned up is your lip lady and I'm just the one to do it.”

Teri was goading Julie as she then came back with “I hear you're quite a boxer though your opponents have been somewhat deficient don't you think?” Now Julie was ballistic. “You step in the ring with me lady and you'll be finding out just who the 'deficient one' is.”

Teri purred, “Challenge accepted, oh mighty 'Downtown'.”

One month later the L.A. forum- Teri is stunning in a jeweled white bikini but the guys really howl when they see Julie slip off her black robe and reveal a fabulous body in a purple thong. She's THE hot one and has upstaged Teri here. Teri is a little shaken but ready to fight.

Round one: Teri has seen the films of Julie's battering knockout of Kim Cattrall plus the hammering (k.o. also) she gave Liz Hurley. This is 'counterpunch city' for Teri. Julie comes out smoking with a couple of hard body shots. She's head hunting though and misses wildly with a left hook. Teri counters the miss with a solid left / right combo the Julie's jaw. Julie stumbles backwards. The crowd anticipating total domination of this bout by Julie is stunned. Teri slams Julie hard with a straight right and Julie FALLS on her ass. The place is in pandemonium. Teri smirks at Julie as the bell ends the round and Brown has struggled to regain her feet. She's hurt.

Round two: Julie is a little gunshy of Teri's power which she hadn't figured was there. Still, her temper is getting the best of her. She unleashes what she hopes will be a furious barrage of blows to Teri's mid-section but Teri cleanly slips the punches. Hatcher then connects with a countering left - right - left to Julie's face. Downtown is getting beaten to the punch and out smarted as well. Hatcher has REAL ring savvy. She fires a vicious body bending shot to Julie's solar plexus. Julie's face contorts in pain. She's getting the stuffings beaten out of her and her 'vics' Cattrall and Hurley are eating the whole thing up. Again Teri jackhammers Julie's face with a couple of shots. Julie's eyes are closing fast now. All she has left is pride.

Round three: Julie is losing and knows it. She dares Hatcher to come fight HER fight but no dice. Teri feints a move to the left and then whips a quick right into Julie's closed left eye. This is followed by two whip like body shots. Julie bends again and then Teri connects with the 'coup de grace' a big right uppercut that fight fans recognize as the 'bolo punch' created by Kid Gavilan, the late great Cuban welterweight champion of the 50's. The 'BOLO' brings Julie Brown 'right on down'. It's lights out for 'Downtown' as she lays on her back with her head to the side and her eyes shut; her legs spread out and each arm straight down at her sides!

Teri Hatcher has shown a good many people that she can get it done and against a solid feared fighter. Though she's older by 11 years she's looking to face Theron who, up to now, has been the only other fighter to beat Julie Brown. Teri decides to forego the usual 'victory drag' of her downed opponent. She just throws Julie's robe over her limp body and takes in the roar of the crowd as she stands over Julie with upraised victorious gloves.

Elisha gave the dark-haired gal a sideways glance, then murmured something like, “Oh, don't let it bother you little girl!”

This made Natalie go ballistic. All around were famous female fighting celebs including Elisha’s friend Charlize Theron, supermodel slugger Naomi Campbell, curvaceous Kelly LeBrock and celebrity fighting legends such as the great Mitzi Gaynor, Ann-Margret (who was still active on the ‘seniors’ circuit!) and sexy Kim Cattrall. Also at the party were legends-to-be like Catherine ‘Big Cat’ Bell, Angelina Jolie, Catherine Zeta Jones and Jennifer Lopez…plus many more!

As soon as Natalie opened her mouth, all eyes and ears were drawn from the other conversations as a hush fell over the room as everyone turned to listen to Portman yammering (to no one in particular) about the “phony BS poll” and how she'd been set up to lose.

Naomi had been introduced to Elisha earlier and took and immediate dislike to her - as she did to almost any blonde! No way did Naomi give a rap who won or lost but concocted a little 'plan' for her own enjoyment! “Hey girlfriend,” Naomi called to Natalie. “How's about you and blondie over there put on the gloves at my place next weekend? Then we'll all know for sure…won't we?”

“Hear that, piss ant!” Natalie yelled to Elisha. “What say? Or do I detect a yellow streak?”

Elisha turned and threw her drink over Natalie's holiday coif! That sealed the deal. The following week at “Naomi's Den of Doom” the place is filled to capacity. The ‘Sex and the City’ crew are there along with 'Downtown Julie Brown' -conqueror of Kim Cattrall several months before. Of course, Charlize Theron accompanied her ‘buddy’ Elisha to act as her second.

Natalie arrives first and peels off her robe to reveal a nice tight bod but still one that's not quite a match for Elisha’s outstanding buns in her lace panties. Naturally, Naomi - as the hostess - named herself the referee!

Round One: The bad blood spills out right away. Portman unleashes some hard shots and connects with Elisha's exposed jaw. Cuthbert is driven backwards but holds her feet even though she's staggered. Elisha fires some rapid body shots into Portman's midriff and Natalie feels them big time. “More of those coming your way!” chortles Elisha. “You punch like a wuss Portman!” She jackhammers Natalie with a vicious left hook to her body and then floors her with a solid right cross as the bell sounds. Elisha purrs, “Just wait babe, you ain't felt nothing yet!”

Round Two: Elisha is showing she knows her boxing as she circles Portman and batters her face and eyes with great combinations. Again, she drops Natalie with that right cross. “Had enough Porty-potty mouth; or do I need to clean your clock some more?” But while Natalie has pride, she also knows she also has trouble and Elisha is getting warmed up.

Round Three: 'Time to tuck your sorry ass in now Porty-potty!” announces Elisha. She belts Natalie at will with left-right combinations in the middle of the ring. It's a wipeout and everyone knows it! Naomi steps in and pushes Elisha away but she comes right back and Natalie is staggered and suddenly her legs fold up under her and she plunges facefirst to the canvas. Her legs splay up as her face makes contact with the ring and lays still.Elisha backed up the poll results BIG TIME and it’s her hand that goes up, raised in victory.

After tossing off her gloves, Elisha prepares to tie Natalie's panties around her ankles for the customary 'victory drag', she's intercepted by Naomi who hisses, “You don't do that in MY ring blondie! Only Naomi does THAT routine!”

While Portman's senseless form is dragged out of the ring, Naomi puts on her own pair of gloves and throws Elisha’s gloves back at her face, hissing, “Care to try your luck with ME there, feather merchant?”

Charlize tries to talk her out of it, but Elisha is enraged, “You're taking my moment of glory away from me you big stupid slug. I'll kick your scrawny runway ass!”

Elisha rushes at Naomi who blocks her first wild swing and then, dipping her long, lean legs, brings an uppercut up right into the blondes ‘mound of Venus!’ Charlize, who is in Elisha’s corner, is screaming “FOUL!” but nobody cares and there’s no referee to help Elisha who recoils pasty faced and gasping. The smug, grinning, Naomi begins by slamming Elisha hard in the face which staggers her again, then after whipping several criss-crossing hooks to Elisha’s bouncing breasts, Naomi connects with another huge uppercut to the point of the blondes jaw! Poor Elisha never saw it coming and as she slowly collapses at Naomi's feet, the place erupts in cheers for the ‘hostesses with the mostest!’

While Naomi proudly preens in her own ring - and taunting a red-faced and sputtering Theron - Elisha's limp body is dragged out by Naomi’s friends and dumped on top of Portman’s. Charlize declines Naomi’s challenge of “You next?” and goes home muttering angrily. Everyone else merrily repairs to Naomi's lounge where a continuation of the festivities goes long into the night. The drinks are on the house; Elisha is on Natalie; Charlize is on fire!

Fan Vote: Elisha Cuthbert (177), Natalie Portman (114)

“Damn girl; that Teri put some hurting on you!” Lane laughed as she high-fived her pal and conquerer Ashley Judd. Soon she was joined in derisive laughter by others including the 'Sex in the City ' cast led by Kim Cattrall.

“Doofus Bimbo!” Julie shouted at Kim. “If you don't get your ass out of here in five seconds I'm throwing you out!”

“Quit bothering her!” interrupted Lane. “She belongs here. You're the one who's the interloper.”

“Buzz the fuck off!” Julie shot back. “I had enough of your dumb ass already and I've been here less than ten minutes.”

“You can't make that happen!”' was Diane's reply. The party was taking place at Helgenberger's home and there happened to be a boxing ring set up out back. 'Hey said Diane why not you and I get it on for three rounds or let's make it interesting and say five. 'You ain't gonna be standing up after three rounds' thundered Julie. It was a 'done deal'. Everyone filed out back to witness the duel under a calm Hollywood night sky. Ref is Marg Helgenberger.

Fight outfits are provided; Julie in a purple thong and Diane in shear white panties!

Round One: The bad blood festers early. Lane catches Brown coming in with a sold combination which rattles Julie. She backs up and Lane connects again with a great left uppercut which floors Julie. 'You're mine all mine' crows Lane as Julie regains her feet. Teri Hatcher is smiling as a spectator watching this. Julie bores in with a solid body attack and drills Lane hard in the midriff which causes Diane to wince. She follows up with a left right combination to the head and hits Diane below the eyes. The bell sounds with Diane the winner of this round.

Round TWO: Julie is motivated now. She clobbers Diane repeatedly with combinations to the face and Lane's face is swelling. Then Julie goes downstairs and jackhammers Lane in the gut. Diane is grunting in pain and backing up. Her arms are weakening. Hatcher is impressed in Julie's comeback as is everyone else. Julie takes round two.

Round THREe: Big right uppercut from Brown sends Lane sprawling on her ass. Diane's lovely legs fly up in the air as her buns hit the canvas. The place is rocking and rolling now. What looked bad for Julie now looks fantastic. Julie is hitting Diane with impunity and laughing at her! Diane's mouthpiece flys out and Julie jams her solidly in the jaw. Lane's head swivels sideways and sweat flies in all directions as Julie delivers another knockdown blow. Lane staggers up but her legs are buckling. Julie drills Diane for the last time with a left-right combo.

Diane drops to both knees, swaying as she looks up at her smiling conqueror through glassy eyes. Julie grins at her before she clips her jaw with the final right uppercut. Lane crumples over onto her back, then slowly rolls over and sprawls on her face out cold as the crowd cheers for Julie.

Teri Hatcher had seen enough! “Getting out of Dodge right now,” she mutters. “That gal’s on fire and looking for revenge.”

Julie laughs as she drags Diane around the ring by her panties which she tied around Diane's ankles. It's comeback time for 'Downtown' and as Teri Hatcher slips away she realizes SHE has bulls-eyes painted on her tits!.

********

Kim Basinger vs. Vanna White by Jack Fac

There were two parties going on at a fancy LA nightspot; the 'Talking Heads' are celebrating 'Downtown' Julie Brown's wipeout of Diane Lane in one lounge while in another the 'Actress/Model' entourage had gathered to soothe Diane's wounded ego. The 'Talking Heads' included women like Ann Curry, Katie Couric, Jane Clayson, Jane Pauley, Robin Meade and, of course the omnipresent, Vanna White.

Vanna was making a major fuss over Julie to the point of almost suffocating her. Her mouth going a mile a minute. Of course Vanna's incessantly fawning drivel was overheard by the 'Actress/Model' crowd that included Halle Berry, Charlize Theron and Kim Basinger who finally had heard enough out of Vanna for a whole year. Kim angrily stormed into the 'Heads' area and confronted White.

"Shut up you Myrtle Beach Mutt!" roared Kim "I've heard all I need out of your empty bean to last into the next century."

"Up yours, you Georgia cracker," shot back Vanna who threw her head back and laughed.

"Ever try boxing a few rounds there hotshot," volunteered Kim.

"Sure I boxed in school" said Vanna. "Why? You think YOU want to fight ME?"

"Anytime you ex-Mrs. Whacked-out Baldwin!" Vanna sneered.

The whole challenge/acceptance deal was witnessed by both groups.

"How about up in San Francisco Vanna?"

"Anyplace you want but I'd actually like to face you back East at Parris Island, SC. It's near Georgia and in my home state," Vanna offered smugly.

"You got a deal," agreed Kim. "Next month!"

The scene shifts to Parris Island, SC, training base for US Marine Corps. Recruits where, after pleas from the publicity mavens from both women, the commanding General has decided to allow the bout as entertainment for his troops.

Out come the ladies/combatants. Vanna looking great in a 'Victorious Vanna' satin robe which she slowly peels off to reveal a splendid body in a yellow thong bikini. Kim appears next looking no less glamorous in a satin robe emblazoned 'Killer Kim' which she sheds to display a pair of solid legs and a white bikini. Both wear matching high heels. In their corners are their 'trainers' for the bout; Kim's is Sue Anne Langdon and Vanna is coached by Leeza Gibbons, a fellow South Carolinian.

Round one: Vanna is firing long looping lefts and connects solidly to Kim's face under the eye jarring her. She follows with a right to the body and a combination to the head. Kim is dancing, staying back out of range for the most part, sizing up Vanna. White is being 'measured' and Kim weighs in with a blistering body attack as she slides inside Vanna's long arms; her fists like pistons as they pound Vanna's body mercilessly. Vanna stumbles back to her corner at the bell; it's Kims' round!

Round two: Vanna is being more cautious, not as aggressive as her appetite for hard combat with the 'Georgia Bulldog' is no longer there. She talked a good fight, but Kim was fighting one and that makes all the difference. Kim slams Vanna hard to the body, then nails her with a brutal right cross to the jaw that sends Vanna sprawling violently to the canvas. The Marine recruits roar their approval as Vanna struggles to her feet just before the bell ends the round. Vanna is booed soundly.

Round three: "Where's the tough Gamecock I was hearing about?" teases Kim. "You're chickenshit is what you are!" Her taunt was followed by a hard left hook to Vanna's head, followed by a series of murderous body shots which crumple Vanna over. Kim is mopping her up and everyone knows it. "KILLER KIM! KILLER KIM!" chant the Marines. "Finish her off!" Kim connects with more body shots to punish Vanna's fading body, then whips a left-right to Vanna's jaw. Her long lovely legs go all rubbery as she stumbles and staggers in mid-ring! Kim lines her up, then hits her once more for good measure! Vanna crumples face down on the canvas. She's done! The Marines leap to their feet cheering loudly.

Kim places Vanna's robe over her upper body, leaving Vanna's legs and ass exposed. Then she takes a strip of cloth with the word 'Vanquished' on it and drapes it across the lettering 'Victorious' on Vanna's robe. Kim calls to Sue Anne for the letters KO on placards to be brought to her. She stands the placards over Vanna's fallen unconscious form, then stands at attention while The Marine Corps Hymn is played. Later, Kim is feted at dinner at the Officer's Club by the Commanding General and his staff. Vanna is driven off the base by a corporal doing punishment KP duty - still in her losers robe wearing dark glasses to hide her black eyes. As she is driven through the gate, Vanna is taunted by the sentries as she leaves for Savannah where she will check into a quiet hotel to soothe her battered soul. Score one for the 'Actress/Model' crowd.

"Thought I told you to keep your dumb bimbo doofus ass away from me!" Julie snarled at Kim Cattrall whom she'd soundly thrashed in the ring some months back. Ignoring her, Cynthia Nixon pulled out a piece of paper and read a message to Julie.

"I'm going to kick your smart ass 'Downtown' - that is, if you have the guts to face me!" Cynthia told Julie it was from Lucy Lawless, aka Xena the Warrior Princess!

Julie blinked, looked up at the grinning foursome and said simply, "I KNOW for sure it's you funky ass clowns who put Lawless up to this. You want revenge for me stomping old 'Samantha the Screw Hound over there into the canvas. Well, it'll be my damned plum-pleasing pleasure to face your phony ass 'Princess.' Tell her she's got a real fight on her hands!'

The 'Sex' cast smirked and let out a chorus of, "You'll be sorry" as they departed.

A month later the fight was all set; in Las Vegas; at Caesar's! New Zealand born Lucy, aka the Warrior Princess, looks hot as she appears topless in black panties and a garter belt. Julie gets some loud 'oooh' and 'aaah' when she steps out in her trademark purple thong. The ref is one-time Euro champion, Elke Sommer.

Round one: Lucy is confident of her superior height and reach and in the early going she rocks 'Downtown' with a few jabs snapping the shorter woman's head. Lucy follows with her classic 'A punch', a vicious right cross to Julie's jaw. Julie is staggered and her knees buckle momentarily, but she does not fall and quickly resets herself before Lawless can take advantage of the opening. Julie bores in, intent on showing SHE is in command of her senses as she slams Lucy with several effective body shots, including a titty pancaking wallop that mashes Lucy's left boob flat. Lawless squeals in pain but the round ends with Lucy chasing Julie who is 'counter-punching' effectively; the game plan devised by her trainer Sue Anne Langdon - the woman masterminded Kim Basinger to her win over Vanna White. Lucy throws another big right but Julie slips it to delivers a quick left-right combination to Lucy's face at the bell. The round is even.

Round TWO: Lucy is being cajoled by the 'Sex and the City' cast to, "Go get that weasel." They viewed this fight as a 'slam dunk' for Lucy and have convinced her that would indeed be the outcome. Sadly, that's not the case as this round Julie is motoring around with solid footwork and confusing the bigger woman with her hand-speed. Julie hammers Lucy hard in the midriff with brutal force that doubles her over! Lucy is getting arm weary from her wildly missed swings while Julie connects with a pile-driving combination to Lucy's face, buckling her knees again. Swelling is showing around Lucy's eyes after two rounds of Julie's fist in her face but again, as the round comes to an end, Lucy pummels Julie with a good combination - but not enough to do any real damage. Julie takes round two.

Round THREe: Lucy comes out letting it all hang out. She wants to trade big shots in the middle of the ring. Julie skillfully evades Lucy's attempts to lure her into a mistake, then suddenly slides inside Lucy's longer reach and drills her with a left hook and a right uppercut to the jaw. Lawless is stunned and as her knees unhinge, her arms drop limp at her sides. Her legs are quivering and buckling and her eyes are glassy as FALLS into the ropes and slides down on her ass as the crowd roars their approval. The chant goes up, Julie! Julie! Julie!

"You got her girl; finish her off!" exhorts Langdon from Julie's corner.

Lawless staggers to her feet, muttering her submission, telling Julie she's won and saying she's giving up.

"No dice!" Julie growls, then looks right at Cattrall and Parker and delivers her 'coup de grace' to Lucy's jaw. The towering 'Warrior Princess' stumbles, then pitches forward and crashes face first to the mat at Julie's feet! "Gotcha!" Julie yelps gleefully. "I got ALL you pack a friggin' losers!" she exclaims, shaking her gloved fist at the front row where Sarah Jessica Parker has already gotten to her feet and is heading down the aisle toward the exit.

Cynthia Nixon comes into the ring to collect Lucy's fallen body, but 'Downtown' intercepts her and tells her, "Beat it you flunky!" Cynthia protests and for her trouble gets hammered by a solid right and crumples beside Lucy. Julie unfastens Lucy's garter belt and uses it to tie both women's ankles together, then she drags them around the ring tits-up to the roar of the crowd. "Downtown" Julie Brown is so hot she's smoking!!

Carol Alt, the leggy runway model piped up with, "Well, actresses don't battle all that well anyway! Naomi here is one solid ass-kicking babe and not a one of you want to face her considering how she wiped out Cat Bell and Peta Wilson - just to mention a few of your ilk."

Sandra Bullock had been standing directly opposite Carol and picked up every word. "Know what there jerko, you talk too damned much!" said Sandra.

"Why Sandy Baby you got some thin skin there angel puss," smirked Carol.

"Carol," continued Sandra. "That bullshit book you just put out about eating raw foods will make a great collector's item I'm talking about the trash collector by the way!"

"Just for that remark Sandy Baby I'm gonna kick your Virginia ass, 'Ms Congeniality'. That movie sucked big time as did you!"

Naomi jumped in. "Hey enough dissing here gals. We worked hard to get together to take on the talking heads but if you two want at it then let it happen!"

"We do don't we you chicken shit wench," yapped Carol.

"Oh yeah!" came back Sandra. "Next month in Vegas huh? Don't bet on yourself too much now."

Sandra called Sue Anne Langdon through her friendship with Kim Basinger and got her to agree to be her trainer.

Round one: Carol scores first with a great right uppercut which buckles Sandra's legs. She stays up but is definitely stunned. "Gotcha didn't I?" laughs Carol. "Here's another!" She delivers a combo to Sandra's head; stinging Bullock with shot after shot and has her retreating. Carol easily wins the round and back in her corner, Langdon jumps all over Sandra. "You either get on her and cut off the ring or I'm pegging in this friggin' towel right now. Got it?" Sandra nods in the affirmative.

Round TWo: Sandra slips inside Carol's long arms and fires off a volley of body shots which double Carol over in pain. The crowd is coming alive. Bullock connects with a vicious left hook to Carol's jaw and sends her sprawling on her ass. People are up on their feet going wild. Sandra smiles down on Carol. "Not that easy now is it you clown?" Carol is defiant and is back up. She hits Sandra hard under the eyes with stinging jabs. They're in the middle of the ring exchanging solid shots as the bell rings. Sommer has to pull them apart. Sandra's round.

Round THREe: Carol's corner wants her attacking. That knockdown hurt. Carol throws several 'bombs' but they miss. Sandra doesn't though. She's in under Carol's long arms again; hammering her body relentlessly. Carol tries pushing Sandra off but the trained dancer simply sidesteps those attempts and batters Carol in the face. Carol's eyes are swelling now. Sandra continues walloping the taller gal as the bell rings. She wins this round easily.

Round FoUR: "You tall bony-ass wimp," teases Sandra. She's smiling at the swollen face of the model. Alt is hurt but her New York pride won't let her quit. She starts a dance routine of her own scoring with long jabs that snap Sandra's head back. Alt's long right gets to Sandra's jaw and sends her head sideways slinging sweat all over the ring. Bullock holds on though as she clinches with Alt. "Looks like YOU'RE the wimp 'Ms. Congeniality'," taunts Carol as she wins this round.

Round FIVe: Lots of betting going on in the seemingly even fight. The bad blood between these two fighters is really evident. Sandra goes on the attack as she bores inside once more and punishes Carol with a brutal body foray. Carol's arms are beginning to sag. Sandra is now hitting her with impunity and crushes Carol's left boob with a straight left. Suddenly Sandra hits Carol solidly in the jaw with a right cross. Carol's long legs totter backwards as she is glassy eyed and all but out on her feet. Bullock delivers a speed bag salvo of shots to Alt's jaw as Elke Sommer sees that Sandra has won the fight. She pulls Sandra away as Alt plummets backwards to the canvas and lies still with a totally swollen face.

Bullock can't resist standing over Alt and asking how 'congenial' that felt. No point as Alt is beaten senseless. Sandra takes off Carol's thong and ties Carol's wrists together, then whips off HER garter belt and ties it to Carol's ankles. With Carol securely bound, Sandra takes her on a 'Miss Congeniality victory drag' around the ring. The runway model crowd scoops up their beaten contestant at the conclusion of the 'drag' while Kim Basinger and Sue Anne Langdon are in the ring celebrating this great win as they hoist Sandra up on their shoulders.

"Hey Toni who ever told you that you could sing," piped up Denise.

"That dress you wore for the Grammy's awhile back looked like a friggin' band aid. Paint your nose red and look like a real clown," continued Denise, enamored by what she considered her great sense of humor but many were turned off.

"What the hell's with you girl?" snarled Toni. "Think you're some kind of hot ticket or what? So you're married to that doper Sheen and you just had his baby; big whoop!"

Denise shoved Toni angrily after that last comment but that's when Naomi jumped in, "Time to settle matters right here in my good old Den of Doom!'

"Get me the gloves!" said Toni. "I bet this little chatterbox is afraid ta get in there with me!"

Toni immediately stripped off her dress to reveal stunning black bikini briefs and solid legs. Denise was right behind her in a great looking green thong. Both put on stiletto heels. Naomi decided to ref this one.

Round one: Toni is the shorter woman but giving nothing away with speed and strength. She drives vicious blows to Denise's mid section and the taller gal shrieks in pain. Toni's wicked uppercut finds Denise's jaw and sends her sprawling right on her ass. The gals in attendance are eating this up though the actress group is not all that happy. "Kill her ass Toni!" roars the Today Show's Ann Curry as Toni drives a series of great shots to Denise's face. Already the blonde's face is swelling. "Gonna give you the beating of your life blondie," announces Toni as the round ends. Toni is winning.

Round TWo: Denise whips Toni in the face with a sharp left hook and follows with a crisp right that drives solidly into the singer's jaw. "You won't be making any music for awhile after I finish with you Braxton," counters Denise. Toni bores into Denise again with pile driver shots into her boobs and then her gut. A solar plexus shot doubles Denise up again. Toni pounds Denise's body relentlessly. Richards arms are drooping. Toni winds up and wallops the leggy blonde again in the jaw and smashes her once more to the canvas. "Had enough you hopeless pathetic phony?" says Toni. Through badly swollen lips Denise shakes her head no. Toni laughs as the bell rings to end this round and she's won this one as well.

Round THREe: C'mon out and meet your maker yells Toni as Denise is unsteady on her feet. Several more brutal shots hammer Denise as her legs are buckling. Suddenly she gets a second wind and fires a great combination to Toni's jaw. Toni wobbles backwards and is a little glassy eyed and surprised. "Didn't think you had that much fight left in you," she whispers to Denise as they clinch. Now they're in the middle of the ring letting it all hang out. Both are landing solid shots and the place is in an uproar. Denise is redeeming herself as everyone had counted her out by the second round. She opens up a gash on Toni's face and delivers several combinations which stop Toni's rally. She's won a round.

Round FoUR: "You're living on borrowed time there Richards," announces Toni. She is inside of Denise's long arms now and firing volleys of punishing body shots that are having an effect on Richards. Once again they trade their best shots at center ring. Denise's head swivels sideways with rivulets of perspiration going all over as Toni's mighty right cross finds it's mark. Richard's is now on rubber legs and tottering backward.

"You got her gal!" yells Anita Baker.

"Yeah I do," is Toni's rejoinder as she slams Denise brutally to the canvas once more. Denise is trying to regain her feet and is on her knees but has nothing left. She looks up at Toni's grinning countenance. "Ya shoulda thrown in the towel awhile back," laughs Toni.

"I give Toni, I give, you win!" sobs Denise.

"Hell, I already know that bitch!" laughs Toni derisively, then she lands a final right cross to the beaten Denise's jaw.

Denise crumples and falls on her face. Her right arm is extended above her head in defeat. Off comes her red thong and she is accorded the 'victory drag' by a chanting Braxton. Her limp form is left in the ring as the entire entourage of model/actresses and talking heads adjourns for a drink leaving Denise out cold on the canvas.

After most have departed, Naomi goes in and administers smelling salts to bring her around, then wraps a long arm around Denise's waist and helps her back to her bedroom for some 'hijinks'. It's a great win for Toni Braxton the singer over Denise Richards the actress. Bragging rights go to Toni!

"Hey there's that famous WOMAN IN RED" remarked Lindsay. At first Kelly took it as a compliment but then Lindsay followed up with, "Now it should be GRANNY IN RED!" She teased, referring to the 26 year difference in their ages.

"You know, luv, you've got a mighty smart mouth on you!" retorted Kelly. "You're nothing but a puny little twit who got lucky. You should be thankful you've got a good press agent!" Kelly was NOT going to suffer this girl for a second. Of course who should also be attending this shindig but Naomi Campbell - who reveled in 'beat downs'; particularly when she was the one dishing them out.

"Bet your smart little ass Kelly can whip you big time," mouthed Naomi. Things were getting a tad out of control when Naomi added, "Well, the ring's still set up there from Hillary Swank's 'Baby' flick; let's use that. We'll see how GRANNY does."

"What say there little punk hoe-bag Lindsay," chortled Kelly. "Ready to put your smart ass on the line?"

Lindsay was laughing as she stripped down to bikini briefs as she remarked, "Show me to the slaughterhouse!"

Kelly, at 44, still had long great legs and she was in fighting trim. Naomi, of course, got to be the ref!. Tippi Hedren and Melanie Griffith were seated with the younger crowd since Kelly had whipped Melanie twice in their bouts and both hated and feared her.

Round oNE: Kelly is first with a solid slam to the jaw of Lindsay which sends her sprawling to the canvas. The young crowd can't believe this. "Get up you little twit!" demands Kelly. Lindsay is up and swinging away but Kelly is quick in blocking her punches. She jabs Lindsay relentlessly in the face. Lindsay's head keeps rocking back from these vicious shots. Kelly sends the ingenue down again with a quick look hook. "Had enough now?" she laughs, taunting Lindsay in much the same way she had Melanie in their fights. "No way!" says Lindsay. "Beginner's luck for you is all that is!" Whatever the reason, however, Kelly wins the round in style.

Round TWo: Lindsay continues to get tagged by Kelly's jabs and then is hammered hard with a body combination that has her doubled over. She recovers to finally clip Kelly with a good over hand right that staggers the older actresses. Lindsay follows up with a good body attack and hurts Kelly as she batters the long legged Brit. Lindsay takes charge and wins round two going away!

Round THREE: Lindsay shows she does have a 'killer instinct' as she attempts to take Kelly out with another skillful jaw hit which drives LeBrock back on wobbly legs. "Gotcha now you old has-been," says Lindsay before she walks into another of Kelly's solid right and is dropped once more. "You got bupkis you little maggot!" snarls Kelly, feeling recharged. She hammers the New Yorker with a good combination to the face and Lindsay's pretty features are swelling from these blows and she's so disoriented from this shellacking that she's being driven backward as she tries in vain to protect herself. "Don't make any immediate plans for movies luv," says Kelly as she slams the younger woman hard in the jaw once more. Lindsay's body is hurtled back into the ropes and she falls to her knees and collapses right in front of Hedren and Griffith. Kelly comes over and looks down smiling at her young and totally beaten opponent plus the two who have constantly had it in for her. "Not your day or hers either is it ladies?" smirks Kelly as she grows merciless in her teasing. "Two losers backing another," laughs LeBrock as she stands with her legs spread over the unconscious body of 'Luscious' Lindsay Lohan while the older crowd - led by Mitzi Gaynor - celebrates in a big way! Hillary Duff and her galpals are beside themselves when LeBrock tells them, "Take this loser away, this ingenue isn't worth the victory drag I'm entitled to!"