"That's a great thing to learn for the weaker sex," Popeye said.

"Hmmm, she doesn't look so weak to me!" Olive commented, maybe a bit too critically.

The blonde was gorgeous, that much was incontrovertible; her voluptuous figure encased in a skintight sweater, a micro- skirt and high-heeled boots. Her sweater was overflowing and looked about to burst from the strain being put on it by her heavy breasts, as she moved Popeye occasionally glimpsed the black thong panties under her skirt.

"Let's go in," Popeye suggested. "I'll teach youse howta defend yurself, I will, I will!"

"Oh, no," Olive protested meekly. "I don't think it's a good idea!"

But, eventually, Popeye wore down her resistance and he led her inside. The sailor was, of course, very good with his fists and he demonstrated his prowess on a speed bag, giving it the old one-two and setting up a rhythmic tattoo like a true professional.

Olive nodded and tried her luck on the bag. After a couple of half-hearted hits bounced the bag back, she grew a little over-confident but as she tried to emulate Popeye's success, she became more and more uncoordinated. Fairly soon, poor Olive was making a fool of herself.

That's when blonde Jaime came strolling down out of the window, doing her best Mae West imitation trying to impress Popeye. The Sailor Man naturally was attracted to the hot blonde, whose entire persona reeked of sexual promise.

Olive, on the other hand, was far less impressed.

Jaime laughed at the skinny brunette as she tried vainly to reprise Popeye's performance battering the speed bag and soon, both the blonde and Popeye were howling at the clumsy antics of Olive whose face was growing redder and redder with each missed swing at the bag.

"Say, you're a real cutie!" Jaime cooed, running her fingers over his bulging forearm. "Why don't we go someplace?"

That was all it took for Olive to reach the boiling point. With steam coming out her ears hard enough to lift her pigtails, she marched over and shoved Popeye aside, leaving her face to face with her blonde rival.

"He's with me, Toots!" Olive told her through clenched teeth.

"Oh, no, he's not!" Jaime snarled back.

Push quickly led to shove and shove led to both chicks squaring off on a near-by mat. Jaime grabbed Olive's hands and held them in the air as she stomped her foot on a teeter board which caused a pair of boxing gloves to fly into the air and land on Olive's up-raised hands.

"Take it easy, Skinny, you'll last longer!" Jaime sneered as, from somewhere a bell rang and the fight was on!

Jaime released her grip on Olive's wrists and backed off, taking her boxer's stance wearing a cruel smirking grin. Jaime realized Olive was completely over-matched but she was looking to dish out a total beating to this scrawny brunette as a way of impressing 'her man.'

Olive raised her fists, her anger overcoming her reluctance, but Jaime was much quicker and she bopped Olive sharply in the face several times, just to warm-up.

"Don't DO that!" Olive squealed as Jaime's fist bent her cute little nose for a second time.

Meanwhile, like any red-blooded cartoon hero, Popeye was cheering the women on and encouraging them to, "Put 'em up” and “Show her who the better woman is!" Popeye LOVED a good catfight! In fact, he and Bluto would sit around the 'Bloody Bucket' when their ships were in port on Saturday nights and they'd wager on the weekly oil or mud wrestling matches the owner held. Popeye shrewdly figured whichever woman won, she'd get a first-hand experience with the sailor who earned a reputation as a guy always "strong to the finish."

Olive stuck out one long, thin, arm, trying to keep Jaime at bay and giggled as the blonde tilted her head back and strained to reach her with her shorter arms. Giggled, that is, until Jaime came around with a left hook that sent Olive's entire arm spinning like a ferris wheel. Unfortunately for Jaime, Olive's outstretched arm swung around full circle and smashed her on top of the head so hard Jaime's knees buckled and she saw little birdies flying in circles around her head. But Jaime was in tip-top physical condition and she quickly shook off the effects of the blow, then she really opened up on poor Olive Oyl!

The lanky brunette was soon backing away under the fusillade of Jaime’s whipping lefts and rights to her face and stomach. With each crunching hit, Olive's head wobbled, the bun in her hair loosening until her long hair fell to her shoulders and formed different wild hairdos as it lifted and then fell back with each powerful impact from Jaime’s heavily gloved fists.

"That's it girls, mix it up!" Popeye cheered.

Olive tried to clinch but when she wrapped her arms around Jaime, the blonde fed her uppercuts to her belly, breasts and chin until, with a pitiful groan, the battered brunette sank to her knees on the mat at Jaime’s feet. Olive made an effort to get up but her arms collapsed and, with a whimper she fell onto her back. Olive lay with her knees up, her hands over her face as Jaime stepped over her body, disappointed her brunette rival hadn’t made it back to her feet. Jaime felt the familiar tingling in her loins she always felt after beating another woman senseless. Now, with Olive down and out, there was the prize, Popeye, to claim.

Jaime strutted her trademark, "Come fuck me," strut as she swivel-hipped toward what was to become her latest conquest.

"So how'd you like that, cutie-pie?" Jaime asked Popeye in her best throaty Mae West voice. "Not bad, eh?"

But what neither Jaime or Popeye noticed was that Olive had shaken off her beating and was stealthily crawling toward the cuddling pair. She had her eyes fixed on two things, a can of spinach jutting out of Popeye's back pocket was one of them.

“Get that,” Olive thought to herself. “And Blondie is toast!”

Jaime was cuddled up the Sailor Man, rubbing her crotch on his thigh, practically screwing him through her clothes.

"Ya like it rough, don'cha Sailor Man?" Jaime purred, sliding her gloved hand over his groin, assessing his level of interest in her.

Meanwhile, Olive had slipped the spinach can out of Popeye’s pocket while his attention was elsewhere, popped it open and gulped down the green veggies. Muscles seemed to appear instantly, growing and rippling up and down her body. She seemed to take on the form of a cat as she crouched, making a loud ‘Meeeoww’ that took Jaime’s attention away from Popeye.

"Well, well,” Jaime purred cattily. “Looks like that bony loser ain't learned her lesson yet. Wait here big boy, I’ll be right back," she said, only too happy to resume pounding Olive until she turned into Olive Oyl.

Jaime, however, was apparently ignorant of the powers of spinach. Olive leaped to her feet with an angry cry and began throwing punches at the surprised blonde. Jaime desperately tried to fight back and regain the initiative from Olive but her blows were coming fast and furious; faster, in fact, than any opponent Jaime had ever boxed in her life. The fighters careened across the room, both doing their best to pound the other into hamburger but Jaime was definitely getting the worst of it. Olive hit like a jackhammer; each punch rocking the blonde farther and farther back across the gym mats covering the floor.

Finally, the blonde just ran out of steam (or maybe the steam was beaten out of her) and she stopped fighting back or trying to hit Olive. It was probably just as well, anyway, as she hadn’t been able to land a single solid blow to the angry brunette. Now, Jaime was exhausted but, sadly for her, Olive was only getting started!

As Jaime swayed unsteadily in front of her, her arms hanging limp at her sides, Olive drove a series of piston-like shots to her tits until the two, firm round orbs gradually disappeared into her chest. Tears welling in her pretty blue eyes, Jaime gazed down in horror at her newly-flat chest.

"M-m-my boobs! Wha' happened to ma boobies?" she mumbled, a stupid look of dazed puzzlement spreading on her blank face.

"Oh, don't worry ‘bout those blondie,” Olive laughed. “I can bring those things right up agin!"

Olive threw her full weight, such as it was, into a vicious right hook to the pit of Jaime's stomach. She doubled over as all the air in her body was expelled but the force of the powerful ‘spinach punch’ also made her boobs to pop back out to their original size and shape.

But Jaime didn't have time to enjoy her recovery. Before she caught her breath, Olive had pounded her tits flat again and again; then after each ‘flattening’ she popped them back again with a powerful shot to the pit of Jaime’s gut.

Finally tiring of the humiliating domination of her erstwhile rival, Olive stopped and stood with her leg cocked and her gloved fist propped up on her hip as she studied her reeling foe. Blonde Jaime looked terrible, both her eyes had begun to swell closed and those sweet lips, once ripe and kissable, were now puffy and swollen into grotesque masses of ruby flesh.

"You don't look too bad - yet!" sneered Olive.

She began to spin around, coiling her body like a spring with her arms out to the sides. Every time her gloved fists spun around, they caught Jaime right in the face, the sound of leather on flesh making a rhythmic RAT-A-TAT-TAT-TAT-TAT-TAT. Olive’s fists pounded away with machine-gun like precision while all Jaime could do was stand on rubbery legs, her arms at her sides, groaning and begging.

"D-d-d-don't h-h-hit m-m-me so haaaarrrd!" Jaime whined as she absorbed the beating of her life. "P-p-please st-st-stop k-k-kicking my ass!"

Still, Olive wasn't nearly done. She wound her slender body up in as tight a coil as she could, then she released the tension and began spinning back the other way. Again, her flailing fists battered poor Jaime's face with each whirl. RAT-A-TAT-TAT-TAT-TAT-TAT!

"N-n-noooo! Please! I surrender!" Jaime blubbered.

Jaime’s entire spun helplessly in place as Olive's fists kept connecting; bopping her over and over and over with her gloves as the angry Olive whirled faster and faster like some kind of 90 pound Wonder Woman! Sweat and tears flew from Jaime’s body as it spun and she cried in pain and humiliation.

At last, mercifully, Olive ended her one-sided beating. She stopped and planted her hands on her hips to wait until Jaime stopped her own spinning and slumped forward at the waist; her arms hanging down, her gloves touching the floor, her eyes still rolling wildly in her head as a stream of drool dripped from the corner of her mouth. Jaime’s formerly skin-tight sweater was now stretched out of shape and torn, her once perfect hair now tousled, tangled and matted to her head by her sweat.

In a final act of humiliation, Olive stepped on Jaime's feet and began punching her just the same way Jaime had earlier been punching the bag. Jaime’s body would fall over backward, then rebound back upright only to get slugged back down again by the willowy brunette.

But not content with physical dominance, Olive taunted Jaime as she punched, "How’d you like that, huh?” SPLAT “Can't take it, eh?"

Just when it seemed the well-beaten blonde was about to fall over face-first on the mat, something unbelievable happened! Jaime found just enough energy to throw a final punch; a proud, last-ditch effort to redeem herself in Popeye’s lusting eyes. Too bad! Olive eluded the wild right with ease, laughing at Jaime's pathetically weak effort. And Popeye joined her in mocking laughter much to Jaime's chagrin.

Then Olive wound up and drove a giant haymaker that found its mark at the tip of Jaime's bruised chin. The blonde’s body actually flew through the air but, surprisingly, although her body went flying her clothing remained behind right where she had been standing; looking for a second like it was being worn by the Invisible Woman before it dropped to the floor in a jumble.

Jaime's body, naked save for black thong panties, sailed through the gym until it crashed through the door into the showroom where she landed with a wet splat on her ass. Once she recovered enough to raise her head and look up, the first thing she saw was a sign advising, ‘Learn the Art of Self Defense.’ Naked, bruised and totally defeated, Jaime sat with her head hung and legs spread as she quietly sobbed over her humiliation as the cheery Olive stepped over her to walk away arm-in-arm with Popeye, but not before she gave Jaime a condescending pat on the head before they strolled off down the street to continue their walk.