After easily disposing of their respective opponents in their first two fights, Foxy and Emma have to face one another - with the winner promised a meeting with the head of the syndicate. From there a plan to bring him down can be executed. With both of them remaining anonymous, they meet at a private and secluded lodge in the English countryside with only Steed and two of the syndicate's henchmen in attendance.

Foxy enters first in a skimpy, tight-fitting, gold bra and mini-skirt. As she begins to loosen up in her corner of the room Steed thinks to himself, “Wow! I don't believe Emma’s ever faced a woman as big and tough as her!" He found himself gazing at the tall, well muscled black woman as she practiced her karate kicks; her huge breasts already beaded with sweat and about to burst out of her snug bra.

Then Emma entered in her customary black leather jumpsuit. Mrs. Peel isn’t wearing a bra and the zipper on her top - damaged in her second fight - remained stuck just above her naval, revealing the inner swell of a pair of small, firm breasts as she loosened up in her corner.

The two women were summoned to stand and face each other before the signal was given to fight. Standing toe to toe, Foxy thrust her breasts into Emma's as she thought, "English girls are soooooooo easy!" Foxy smiled at Emma, leaning her large breasts onto Emma’s far smaller pair.

"She looks extremely confident," Emma thought. ”But I don't believe this Amazon has faced anyone with my fighting skills.”

As Steed watched Foxy, who was at least two to three inches taller than his beloved partner, staring down Emma, he thought, "I hope in the Queen's name Emma avoids getting into a titfight with this beast.”

The two combatants were ordered back to their corners of the room. Emma pushed back her reddish brown hair and tried in vain one final time to zip up her top. She glanced at Steed who nodded just as Foxy got everyone's attention by beating her breasts with her fists and letting out an ear-piercing war cry like an Amazon preparing for battle.

The signal was given and both women came out and circled, preparing to strike. Both focused on executing their plan for victory; Foxy confident she could knockout Emma with the fury of her blows but intrigued by her unzipped top. Foxy preferred to get her victories by wrapping her muscular body around Emma and crushing the English beauty into submission. She had dominated English women in her first two fights and saw Emma as no different.

Mrs. Peel's strategy was to be cautious; to take advantage of any opening her overconfident rival gave her, using her experience and a proficiency in judo to turn Foxy's own strength against her.

Foxy attacked first as she moved forward and launched kicks at Emma. Mrs. Peel backpedaled but blocked and avoided Foxy's kicks. The American continued to move forward now throwing punches as she backed Emma into a corner. But again, Emma was able to block and evade while counter-punching skillfully and effectively. A front kick to Foxy's belly backed her up and this time it was Emma moving forward.

"Way to go, Emma!" Steed muttered.

The two women engaged in an exchange of lightning fast combinations in the center of the room. Emma staggered backward, hurt by the exchange. Foxy moved in and struck Emma in her face with a left and right which knocked her against the wall.

"What's wrong ‘English Rose’, can't take it?" Foxy taunted as she stalked Emma.

The ebony tough woman’s huge breasts, sweaty and undulating into her tight gold bra, her muscular thighs, her unlimited confidence and powerful blows all had the effect of intimidating the cultured and petite English beauty as she found herself trying to avoid punches that were not thrown. But Emma was not short on courage. Somehow, she thought, she would find a way to win.

Foxy moved in and began to further punish Emma but this time Emma punched back effectively and moved away from her aggressive foe. Foxy continued to stalk Emma toward the center of the room. She rushed Mrs. Peel but Emma snapped her knee and caught Foxy in the belly. A powerful sidekick sent Foxy to her knees. The tough American quickly lunged and grabbed Emma's left leg as the English woman moved in to kick her again. Pulling Emma's leg forward, Foxy smashed her shoulder into her rival's belly and Mrs. Peel tumbled backward to the carpeted floor on her butt.

Foxy pounced on top of Emma but was quickly flipped off of her. The two combatants got to their knees and struggled with each other at close quarters. Forgetting about their martial arts skills for the moment they began tearing at each other's clothing. Foxy's bra was first to go as Emma tore it clean off. But the American maneuvered herself behind Mrs. Peel and yanked the zipper of her top down before gradually pulling her top completely off. Emma put an end to the wild skirmish by elbowing Foxy in the face sending her backward. She then crawled away, escaping from Foxy's clutches. Both women were topless and sweaty. Emma got to her feet and found Foxy again stalking toward her.

Emma instinctively began to backup as Foxy smiled and moved toward her. Rushing in, the American launched a barrage of punches. Emma blocked and countered the best she could but a savage left hook to her body buckled her knees. Two more hard punches to Emma's face and belly knocked Emma back again. Steed watched intently as Emma kept her balance and backed up. It was the first time he saw Mrs. Peel topless. It was also the first time he saw her frightened of another woman.

"C'mon, baby girl, show what you got!" Foxy chided as she jabbed her foe in her face.

Emma retreated into a corner. Both women appeared to know who was master between them. Emma cringed in the corner as Foxy stalked toward her. The powerful American vixen hit harder than any woman Emma had fought and she was very reluctant to get hit again. Foxy found herself staring at Emma's luscious little breasts as she cut off her room to escape from the corner. The big breasted American was now intent on executing a crushing bearhug as her most satisfying way to victory. But Foxy's toying had allowed Emma a second wind.

As Foxy rushed in, Emma planted her arms against the corner walls and lashed out with a powerful sidekick which struck Foxy flush just below her breasts.

"OHHHHH!" The American fell backward onto the carpet, the wind knocked out of her. Emma breathed deeply. Then she flew into the air and landed on top of Foxy where she began reigning punches to her face.

"Get her Emma!" an excited Steed encouraged his partner as Mrs. Peel continued to wail away.

For the first time in the fight, Foxy was hurt. Still, she wrapped her arms around Emma's neck and using her strength, was able to twist her opponent off of her. Emma was surprised at the power Foxy still had left in her. With her punches becoming wilder and less effective, Mrs. Peel now began using her arms to prevent her stronger foe from rolling on top of her.

Foxy grabbed Emma's wrists and pulled her close to her as the two women struggled while lying on their side. Quickly, Foxy released Emma's wrists and wrapped her arms around her back in a bearhug.

"OH NO!” an alarmed Steed thought as Foxy gained leverage as she lifted her upper body and leaned into Emma's chest, her huge breasts overwhelming Emma's much smaller breasts.

The slender and lovely English woman felt herself overpowered and dominated by the steely, well muscled ebony beauty and thought of surrendering. Foxy was inhaling and exhaling deeply, her big bare breasts and hard nipples spearing and flattening Emma's little pair which seemed to disappear into hers. Suffocating her petite prey, Foxy looked victorious. But the battling British beauty, in desperation launched her knee forward with all the might she had left and caught Foxy flush in the groin.

"OWWWWWWW!” the American squealed as she released her bearhug and fell backward.

Emma pushed Foxy off of her and rolled out of range while Foxy struggled to her knees. Peel, still recovering from her opponent's crushing bearhug, launched her long silky legs out and wrapped them around Foxy's neck. As Emma squeezed, Foxy's mouth opened and she began choking and gagging. Foxy began punching wildly as the English beauty increased her pressure; her sleek, lovely thighs flexing around Foxy's neck. The American's eyes began to roll and she stopped punching. Emma lifted her upper body and maneuvered herself in a position to wrap her arms around Foxy's head. From there she applied her signature Emma Peel Sleeper hold and within seconds, Foxy went out like a light. With the strong, ebony toughwoman unconscious in her arms, Emma heaved a deep sigh of relief - then surprisingly, broke down sobbing!

Steed, meeting no obstacle from the other witnesses, rushed to his victorious partner and knelt next to her. "Good work, Mrs. Peel!" he smiled as he pulled her off her conquered, unconscious, victim.

"OH, STEED!” Emma cried as she fell into his arms bawling unashamedly.

Needless to say, Steed and Emma eventually took down the syndicate while Foxy took the next flight back to the states.