The remaining cast filled out this way. Nefertiti's tough bisexual sidekick and partner, Cassidy Butch, is played by Yancy Butler. The villainesses are two of the best; Vanessa deVille, a sadistic drug queen played by Tia Carrere and 'The Man,' the leader of an International Drug Cartel, played by Catherine Zeta-Jones, reprising her star turn from 'Traffic.' The plot centers on Shaft and Butch's effort to shut down deVille and her gang to get behind the scenes and take down 'The Man.'

Wayan's directing style required the actresses to 'stay in character' as much as possible on the set. The result was increased tension as the two villainesses developed a genuine and growing hatred for the heroines - and vice versa.

As the shooting wound down to the climactic final scene outside The Man's island hideaway, Wayan's knew his actresses were ready and very willing to deliver a catfighting finale that would set a new standard in Hollywood. Throughout the filming, each actress spent hours working out in the gym, and Zeta-Jones, especially, was in the best shape of her career.

The scene opens at dusk, on a beach on The Man's private Caribbean island. Vanessa deVille is wearing a black diving suit, unzipped down the front, cut high at her thighs. She's patrolling the beach with a trio of armed thugs played by Playmates Nicole Narain, Lisa Dergan and Cara Michelle. Further down the beach, Shaft and Butch come ashore in a small inflated raft undetected by deVille and her goons. They sneak up on the creeps, and taking full advantage of the element of surprise, they quickly subdue Dergan and Michelle, chloroforming them silently and dragging their unconscious bodies into the bushes.

"Now it's two against two," says Cassidy smiling.

"Yeah. You're about to hear the sound of two bitches goin' down. Ready?" whispered Nefertiti. "Let's roll. Yo, Vanessa. Get yo' porky ass over here. It's butt-kickin' time," Nefertiti called out from her hiding place behind a bush.

With machine guns ready and their faces wearing nasty, determined frowns, the villainesses moved toward the sound of her voice. While Nefertiti lures deVille and her henchwoman to the bushes, Cassidy sneaks up from behind and puts a headlock on the startled drug queen. Before she can react, Narain tumbles awkwardly to the ground as Nefertiti rolls out from the bushes and grabs her by the ankles. The villainesses' weapons go flying as Butch and Shaft unleash a blistering attack.

Cassidy's fists are all business as they rain down pain and suffering onto Vanessa's exquisite body. In a flash, Cassidy has her enemy's breasts bared and makes them dance under a barrage of fists. A powerful kick to the crotch sends deVille groaning to her knees in the sand. Cassidy follows her down as she reaches down to drop a fistful of sand in Vanessa's mouth, still wide open screaming. As the villainess chokes, she thrashes violently trying unsuccessfully to dislodge Cassidy from her. Instead, Cassidy peppers her with a barrage of stinging back hands. Both know the evil drug queen's reign of terror is coming to a fatal conclusion.

Further down the beach, Nefertiti too, is in total command, body-slamming her helpless and very naked rival forcefully into the sand. Having taken full advantage of Ms. Narain's colossal breasts earlier, Nefertiti turns the helpless henchwoman over and begins spanking her spectacular ass.

Cassidy Butch glares down at her beaten enemy one last time, then rises and drags Vanessa up with a nasty hair lift. Positioning herself behind the villainous ragdoll, she locks her hands around deVille's head, and executes a perfect neck-snapping maneuver. A single, sickening "click" signals the end and, as she releases her grip, the lifeless body slides silently to the sand.

Cassidy's attention turns to Nefertiti, still toying with the naked villainess' now rosy butt.

"Enough of that shit, Shaft. Ol' Vanessa's checkin' in to the Hades Hilton right about now and 'The Man' needs to see us. Finish the bitch off and let's go," she scolded.

Rolling her eyes, Nefertiti obeyed. She quickly lifted the henchwoman's head, snapping her neck before dropping her lifeless body face down in the sand.

Meanwhile, in The Man's hideaway, the supreme villainess and her bodyguard/lover Ariana (Gabriella Sabatini) are engaged in erotic games on their huge round bed.

Standing guard are a quartet of highly trained bodyguards, chosen specifically for their loyalty and ruthlessness (Playmates Layla Roberts, Lynn Thomas, Alexandria Karlsen and Irina Voronina). As Cassidy and Nefertiti made their way from the beach and planned their assault, they understood instinctively it would demand every ounce of courage, skill and endurance they had simply to get the chance to wrap their fingers around The Man's evil throat.

As the sun went down, Layla went outside to begin the first night patrol as our heroines were advancing to within a few yards of the entrance. They had collected the machine guns from the corpses they'd left on the beach, plus they had an assortment of knives and - just in case - a couple of grenades. The situation called for silence and Cassidy tip-toed from behind a rock, just as the patrolling villainess turned and changed direction. Layla never even felt the touch of the blade that slit her throat for Cassidy showed the consummate skill of a surgeon/assassin. One down, Nefertiti thought. How many more....?

Upstairs, 'The Man' was positively giddy, riding the rush of a volcanic orgasm compliments of Ariana's talented tongue. With all her senses maximized by her arousal, 'The Man' heard the normally undetectable noise of footsteps moving toward the entrance. She pushed the emergency signal near her bed to alert her 'crack' security team.

Alexandria and Lynn rushed outside to confront the intruders while 'The Man' and Ariana slipped into silk robes and demanded an update from Irina, who was positioned outside the locked bedroom door.

As the security agents reached the front entrance, they moved forward, guns in hand, looking in vain for the intruders. From either side of the door, Nefertiti and Cassidy suddenly attacked. A couple of swift and accurate kicks knocked the guns from the guards hands. This wasn't particularly disabling for the bad girls, however, both were skilled at hand to hand combat and too willing to test their talent against new competition.

Lynn Thomas cast a menacing eye at Nefertiti as the statuesque redhead Karlsen shot a hated-filled glance at Cassidy that may have reduced a lesser woman to paralyzing fear. Butch's eyes just glared back as if saying, 'Bring it on, slut!' And bring it on she did! The Man's personal guards were the best of the best, far more lethal than the amateurs deVille had unwisely chosen. Thomas soon had Nefertiti in big trouble as she ripped her top off with a single violent yank and wrapped it around her neck. In an instant, the villainess' powerful hands were feasting on Nefertiti's erect nipples as she straddled Nefertiti's waist and bounced up and down knocking the wind out of her. At the same time, Karlsen also had dodged Butch's initial thrust and pounded her heavy fists into the slender bi-sexual's belly. Having trapped Butch in an awkward position, Karlsen slowly turned her onto her belly as she prepared to put her in a Boston Crab. From the window above, 'The Man' glanced down and began to understand what the commotion was about.

She dispatched Irina to the ground floor with instructions, "Bring them to ME alive, not alive and WELL...just alive."

Irina's sinister smirk confirmed she understood her master's wishes thoroughly. After running down to the entrance, Irina joined the fray. With the odds now at three highly skilled fighters against two, the good girls were soon overpowered and subdued. Irina's eye caught a glimpse of Layla's lifeless body several yards away. As she rushed to her friend's side, Irina's heart filled with murderous anger toward Butch and Nefertiti. Karlsen and Thomas dragged their prisoners inside using cruel, painful armbars, as the cold-blooded, rage-filled Voronina brought up the rear.

'The Man' had not become 'The Man' without having developed a palpable sense of superiority and an ability to command an occasion as only the greatest of leaders can. Slipping out of her robe, she chose her finest gown, her most elegant and expensive jewelry and then sat down at her vanity to fix her face and hair in a manner suitable for a meeting with royalty. In a matter of minutes, she would introduce herself to young Nefertiti Shaft and tell her of events that would shock and sadden the young crime fighter. But for now, she was content to let her sadistic henchwomen soften up her enemies before she made her grand entrance.

While 'The Man' primped in front of her mirror, Ariana chose a simple outfit - a long string of pearls, gold silk panties, leopard skin high heels and nothing else. She loved to show off her awesome body and she was planning on impressing their new house guests. Ariana was the ultimate loyal bodyguard; she never spoke, responding only to The Man's words. Everyone and everything else in the World was of absolutely no value to her. She seemed incapable of an emotion other than anger and nobody but 'The Man' had seen her smile.

As the three guards chained Nefertiti and Cassidy, deVille's surviving henchwomen, Cara Michelle and Lisa Dergan sheepishly made their way inside. As they entered the room where the captives were being chained, they reported to The Man's guards what had happened on the beach. Voronina listened tight-lipped. Three dead, including the irreplaceable Vanessa. She selected a particularly flexible whip from the wall and began to express her anger on Butch's firm, flat ass cheeks. Alexandria stepped forward and began to take out her anger on Nefertiti's exposed and vulnerable flanks.

Silently, the absolutely ravishing form of 'The Man' entered the torture room, accompanied by the equally astounding Ariana. She stood in the doorway with a tight smile as she watched her 'guests' being chastised for their foolish attempt to penetrate her 'crack' security perimeter. Cara and Lisa went over and explained to 'The Man' about events at the beach. 'The Man' looked them over with undisguised contempt.

"So, let me understand this.." she began. "Vanessa's dead and you, her bodyguards, are still very much alive. Right?"

"Ye-s-s-s, Mistress," Lisa stuttered in weak response.

'The Man' looked toward Lynn Thomas and snarled, "Take these sniveling cowards away and see that they're given a generous severance package."

In a second, Karlsen and Thomas dragged the two doomed bodyguards from the room. Seconds later, the sound of screaming and gunfire confirmed that they were on their way to meet Ms. deVille in Hell.

Irina Voronina continued to lay the lash to Butch, and upon her return, Karlsen took up the task on Nefertiti's quivering bottom. Lynn Thomas took turns practicing the fine art of nipple torture on each of the captives. Once she got Cassidy whimpering in pain, she stopped and turned her attention to Nefertiti. The brave young Black woman bit her lip against the pain for long minutes, but in the end the 'top an bottom' torture proved too much and she too began to sob. That's when Lynn returned to Cassidy to repeat the cycle all over again. All of the cruel activity delighted 'The Man' and even Ariana managed a small smile of approval as 'The Man' prepared to leave.

"Take a few more minutes pleasure with them, my dears, then bring them to my private chambers. It's time I had a chat with the lovely Ms. Shaft...about her family history."

The Man's cackling laughter filled the hall as she turned her back and headed to her living quarters. A while later, the three henchwomen delivered the two captives battered and beaten bodies to an almost totally dark chamber where they tied them securely belly down over two barstools. When the sadistic trio left, 'The Man' began her history lesson.

"Ms. Shaft, I believe you lost your Mother, Cleopatra Jones, about ten years ago, is that correct?" she asked. Nefertiti gave her a weak, affirmative nod. "The story is she perished by accidentally falling off a high cliff somewhere in the Caribbean, and that her body was never found. Well, my dear, it's time you heard the truth about her-and your Father."

'The Man' continued, "Back then, I was not in the position I find myself today. In fact, I was working for the DEA, pursuing and arresting drug criminals. One day, I realized I was fighting a futile war, for a piddling salary while millions were being made on the other side. I got smart. First, as a double agent, then later, I took the steps that made me, well, THE MAN."

She stopped her monologue to laugh evilly.

"It was then that I met your parents. They were chasing a Colombian drug lord named Valdez. I gave them all the help I could, since it was useful to my career to see Valdez taken down. Less competition, you see. Your parents were convinced it would be their last case and they seemed ready to reconcile themselves to a happy life as husband and wife. But your Daddy still had roving eyes and they were roving all over me. Cleo could sense what was going on, and once she saw me as a rival, she started digging and eventually she dug up the truth about my loyalties. One night she came to my room and found me getting ready to go out on the town with John Shaft."

The sadness in Nefertiti's eyes inspired a even crueler tone in The Man's voice, "She barged into my room and confronted me, saying I was under arrest for cooperating with drug dealers. That I was a disgrace to the DEA. I rose to confront her. Your mother, in her day, was an awesome fighting machine, but by 1992, her best days, like her fat ass, were behind her. She was no match for me. I kicked her ass all over that room, then ended her life with a bullet to the temple from my silenced pistol. I threw her body off that cliff later that night. So, you see, some part of your Father's explanation is true."

Nefertiti's anger and frustration were unbearable. Here she sat, hearing for the first time about the most important event in her life, from the woman who'd brutally murdered her Mother. Yet she was completely chained and helpless.

"Later that night, after I cleaned up, I met your Father at his hotel. As the cool breezes blew in from the ocean, we made love all night long. I have never before or since enjoyed such passion with a man. There's more than one reason he's called Shaft. When he asked about Cleo, I told him she'd returned suddenly to the States. He was a foolish man with a throbbing dick, so of course he believed it."

"The next morning, I left for Columbia to begin my new career. It was the last I saw of him and I assume your Mother's ass made a grade A meal for some lucky shark!" she guffawed as she concluded her tale.

"You goddamned monster," retorted Cassidy since Nefertiti was too astonished to even speak.

'The Man' slithered over to Nefertiti's stool, grabbed her by the hair and planted a wet French kiss on her. Nefertiti gagged on The Man's thrusting tongue and shook her head free and pulled away, but the villainess was in control. She hovered inches away from Nefertiti's face, her eyes danced diabolically as she pulled and tugged on Nefertiti's dangling breasts while she considered what would make a suitable finish for the night's events - the slow and excruciating death of Shaft and Butch.

What 'The Man' didn't realize was that during her long discourse, Butch had taken advantage of the darkness and managed to untie her hands. As 'The Man' turned her wicked glare from Nefertiti to Butch, she was completely unprepared for the open palmed slap her former captive delivered with maximum impact.

'The Man' swooned back slowly to the floor. As Ariana rose to react, Butch's rising foot caught her square in the pussy. The big bodyguard gasped in pain as she went down clutching her aching crotch. Somehow, The Man's 'brilliant' security guards had allowed the otherwise totally nude Cassidy to smuggle a small purse into the chamber. She opened it and while her enemies were still dealing with their pain and confusion, she pulled out a powerful grenade and attached the pin to the door handle.

"GUARDS.GUARDS!" The evil crime boss screamed, "Get in here NOW!"

As her three guards opened the door and entered the darkened room, they had no idea they'd just activated the grenade. A split second later, Alexandria, Lynn and Irina were tossed into the air like rag dolls, as the blast was only inches from where they stood. The smell of burnt flesh permeated the room as Cassidy turned her attention back to 'The Man' driving her knee into her vulnerable belly. Cassidy ducked to avoid a wild punch from the charging Ariana, using the larger woman's momentum against her as she hurled her over her shoulder into the pile smoldering corpses by the door.

Cassidy rushed to Nefertiti and released her bonds. Hearts pumping at maximum rates, the two friends slapped hands then turned to face their opponents. Driven by an unquenchable righteous anger, Nefertiti literally hurled herself at The Man, seeking nothing less than her enemy's brutal demise. Cassidy continued her brilliant assault on the thoroughly outclassed Ariana, who had no answer for Butch's superior speed and cunning.

****

During the entire filming process, there had been a genuine and mutual hatred brewing between Zeta-Jones and Berry. The Hollywood press was full of catty remarks attributed to one or the other. Everyone in Hollywood agreed that Julia Roberts was far and away the #1 leading lady in town, but when talk turned to #2, most people either supported Catherine of Halle. Both had proven they could make commercially successful movies and each had the ability, when challenged, to do truly great work. Their beauty was a given and both had friends in the right circles. Each felt a strong urge to establish career dominance over the other and become the unmistakable #2 leading lady in Hollywood. To a degree that Wayans the director couldn't understand, Zeta-Jones and Berry had a huge stake in the result of this climactic catfight and as it began, the set was electric.

****

The newly freed Nefertiti, having knocked 'The Man' off balance, felt for a light switch on the wall and found it. In the now brightly lit room, she easily located her fallen rival and began to exact revenge on her Mother's cold blooded killer. But 'The Man' was nothing if not cunning and her life was testimony to the fact that she'd do anything - yes, ANYTHING - to remain in control of her criminal empire. Nefertiti was in the fight of her life with an enemy she had to respect and fear.

Meanwhile, across the room, Cassidy had turned Ariana's monumental breasts into speedbags and the big villainesses boobs were flying in every direction to the rhythm of Cassidy's fists that only she fully understood. Changing pace, Cassidy threw her knee into Ariana's face twice, splitting her lip open and breaking her nose. The bloody faced bodyguard underwent a series of devastating body slams, as the smaller woman used a sustained adrenaline rush to utterly devastate her.

Finally, Cassidy wrapped both arms around the disoriented Ariana's head and applied the neck snapping move that had brought Vanessa deVille to her well deserved fate. A second later Cassidy rose, letting Ariana's limp, dead body slide gruesomely to the floor.

After a shaky start during which 'The Man' had nearly pulled her breasts from her chest, Nefertiti had gained the upper hand and was now handling 'The Man.' Her flying feet found targets all over the villainess' body and left her completely off balance. The Man's beautiful raven hair was a mess, much of it stuck to her sweaty face. Nefertiti rudely ripped off the expensive gown leaving her beautiful body fully exposed as, in her haste to meet the prisoners, she hadn't bothered to put on panties! Nefertitit shifted to an unrelenting two-fisted assault targeting her enemy's face, breasts and stomach and invariably finding a vulnerable, unprotected area. The Man's gorgeous face was blemished with a fat lip, black eyes and a bloody nose. Her boobs were beet red and sagging weakly from the heavy onslaught.

As she grabbed Nefertiti's shoulders in a vain effort to stabilize, Miss Shaft drove a powerful knee up between her legs. The Man's feet left the ground on impact and her lungs emptied. Nefertiti followed with one more knee thrust and this time, the villainess simply fell apart, falling face down in a groaning heap. Cassidy applauded her heroine, as was clear 'The Man' was done.

"How you gonna kill this miserable pile of crap?" Cassidy asked, letting her toes tease The Man's aching nipples.

"I'm not gonna kill her. There's been enough killing already," Nefertiti said, glancing in disgust at the smoldering pile of corpses beside the door. "No, I'm gonna take her in, let the DEA have a little fun with her, then put her ass in jail until she's 100 years old. Mostly, I want my Daddy to see what that 'fine piece of ass' from 1992 looks like now she met his baby girl."

With that, Nefertiti hair-dragged 'The Man' to her feet, looked into her glassy, unfocussed eyes and then pressed her full, lush lips onto her rival's swollen, bleeding lips. Nefertiti thrust her tongue deep and provocatively down The Man's throat and held it there until the villainess gagged and pulled away, red-faced and choking.

Only then did Nefertiti release the wobbling drug lord, step back and deliver an immense right cross to the mouth that knocked 'The Man' on her ass as a half dozen of her teeth scattered across the floor. The two crime fighters tied their beaten rival's ankles and wrists securely, then left the island hideaway with their criminal captives. After being tipped off by Nefertiti, he DEA quickly moved in and, using the evidence that was all over the compound, prepared a rock solid court case that would guarantee a life sentence for the rogue DEA officer.

Leaving the villainess in Cassidy's capable hands, Nefertiti found a quite spot on the beach where she could be alone with her thoughts. As she strolled down the sand, her lips moved slowly as she spoke softly.

"Well, Mom," she said, "It took a long time, but your little baby finally stuck it to The Man."

She looked up into the clear blue sky and at that moment she felt as if her Mother's face was shining down on her.