"Eyarrrgggggh!" Heather's scream-shriek-yell triple combination bellow of startled agony shattered the stillness of the luxurious poolside. The ice water from the pitcher in Denise's hand, every drop of it, had drenched the bikini-clad beauty who, moments before, had been blissfully basking in the warm California sun, every inch of her totally luscious body relaxing in a skimpy bikini, her charms on display for a few lucky pairs of eyes.

"Get up you stupid blonde bimbo, it's time we had a little talk!" Denise snarled as she buried her long strong fingers deep in the silky, soft platinum blonde hair that, amazingly was the only dry territory on the thoroughly soaked blonde's body. "Don't you ever, EVER flirt with my man, understand you big fake-boobed blonde cunt?" the lovely bikini clad brunette attacker snapped as she jerked the blonde out of her lounge chair, set her on her feet and gave her face a blistering backhand

"AIEEEEEEE!" Heather screamed as Denise moved quickly to follow the backward reeling, stunned blonde. "Nooooooo, what the...?" Heather yelped as strong fingers closed around her throat just before Denise’s fist exploded in her tight abs.

Heather lost the struggle to maintain her balance as her assailant’s weight overwhelmed her and she toppled over backward. For those lucky enough to catch the fast exploding action, it brought back erotic memories reminiscent of Denise's hot catfight in "Wild Things." For the lovely blonde Heather, however, it might mean much, much more.

SPLASH! (Gasp! Gurgle!) The clear blue chlorine-saturated water engulfed the lovely busty blondes body completely. Heather gasped and coughed, her eyes and nose burned, her mind raced and her confused and stunned mind slowly morphed into anger then pure rage as she sank to the bottom of the pool before she slowly floated back up to the surface.

"Denise! Denise! Denise Richards, what the hell? That bitch! I'll kill her!" Heather's angry thoughts exploded in her mind as her lovely head exploded from the waters surface.

"Haaaaaa! Stupid bitch! That'll give you some idea what'll happen if you flirt with my guy!" Denise's' threats spewed forth from her mind, not her lips as she watched Heather sputtering and flailing the water in an angry rage.

She smiled with delight as she noticed Heather's luscious full breast that had somehow escaped from her skimpy bikini top; something the angry blonde was obviously completely unaware of although nearby sunbathers and swimmers duly noted the wayward "puppy." The guys seemed ‘spellbound’ or perhaps, ‘boobbound’ while the women just giggled and smirked mischievous smiles.

"I'm gonna kill her!" Heather promised herself as she glided over to a nearby ladder and began to climb out of the pool.

"I think she needs a bit more of a lesson," Denise thought as she suddenly moved toward Heather.

"Take this blondie...AAAAACCKKK!"

Denise's' intended barefooted kick to Heather’s face came to an abrupt halt when Heather leaped up, grabbed the bare foot and pulled with all her might. Denise’s scream pierced the air a split second before her lovely body KERPLUNKed into the water.

"So you want trouble, you got it sweetie!" Heather snarled as she dove underwater and grabbed the brunette.

"A million zillion dollars; that's what I'd give for an underwater camera and a video of this," every male was thinking as they strained to watch the all-out, underwater catfight.

Occasionally an arm, a frantic hand or a gorgeous leg broke the churning waters' surface and hundreds of bubbles roiled the surface; evidence to the furious, erotic, combat going on beneath. Both women fired punches and kicks that would have been devastating had not the water's resistence diminished them. Fingers attacked sleek soft skin and yanked thick hair. Heather, the more experienced catfighter, attacked Denise's breasts, groin and face. Denise returned the favor, but she seemed more intent on drowning Heather.

(Cough! Gasp!) "AIEEEEEEE!" Heather's loud desperate scream shattered the still air and signaled her frantic attempt to escape after she landed a kick to Denise's' groin, then swam furiously into the shallow end of the pool.

"If only they were in shallower water from the start," one poor fellow said, voicing other's wishful thinking.

"Get her!" "Take her under!" "Scratch her eyes out!" "Yank her hair!" "Pound her!" "C'mon, lose the tops already!!!"

Many a cheer and instruction erupted from the previously subdued onlookers who were cheering their favorite on.

"Bet Charlie's' lovin' this!" Denise thought as she took out after Heather.

The brunette broke into a steady pace, her arms cutting through the water like a pro. The pool was amazingly big and she hoped she could catch the older woman so she wouldn't have to wait to teach her a real lesson for Denise had decided Heather "needed" a lesson and had a little "girl talk" after visiting the set of “Spin City” where Charlie had just landed a big role. She knew Heather's reputation as a big flirt and after realizing the previous girls of the hit show had left for "unknown" reasons she knew the blonde just might go after Charlie so she decided to set the record straight from the start. Denise knew she might as well treat Charlie to the thrill of a catfight which was why she’d booked them into the same hotel she knew Heather frequented.

"Now hon, go ahead and relax,” Denise told Charlie. “I'm going down to the pool…and please, DO WATCH ME!" she had said after looking out the window and seeing Heather sunbathing.

Heading to the pool, Denise had stopped at the outdoor bar and picked up a champagne bucket full ice water which she’d so eagerly dumped on her rival. Everything had gone perfectly - until now!

"Gonna make it, gonna get away from that crazy bitch," Heather muttered as she neared the pool end.

She couldn't believe she was actually running away from another woman for she loved catfights and had already taken on Catherine Oxenberg (Dynasty), Pamela Sue Martin (Dynasty), Jennifer Anniston and Nikki Cox in previous fights She smiled as she thought of her TV catfights; so fake! She enjoyed them well enough, but a real fight with the actresses who had engaged her on the set had always been more 'fulfilling' and infinitely more 'satisfying’ not the least because she used dirty catfight tactics for real! She smiled as she remembered her office catfight with Connie Britton on Connie's' last day of the show. Heather had kept Connie's' bra and panties as trophies.

"Well, maybe I should stop, turn around and fight Denise, too," she thought just before…."Uhhhhhhh!!"

"I gotcha now, you big flirt!" Denise shouted as she grabbed for Heather's ankle and pulled her back.

"Gaaaoooosh!" Heather gasped as she felt the powerful tug of her leg and felt herself being pulled under. She couldn't believe how strong the young brunette was!

"Hell hath no fury like a woman scorned,” one insightful observer noted.

“Or a foxy angry brunette named Denise Richards," another added as Denise picked the gasping, sputtering blonde up out of the waist-deep water.

"Hey stupid! Your plastic's hangin' out!" Denise smirked as she fired a fist into Heather’s large, beautiful, bared breast.

"Arggggh!" Heather groaned as her rivals third knuckle inverted her thick erect nipple as it slammed into the firm mound.

"Damn you, you little bitch!" Heather growled as she slapped Denise, then punched her in the jaw and grabbed the left strap of her bikini top, pulling it down. Denise yelped as her beautiful breast found freedom - and was treated to a painful punch by the angry blonde. "Two can play tittie punchout!" Heather snarled as she fired a second punch into Denise’s breast as she grabbed and pulled the other strap of Denise's' top until it broke, then dragged it down and treated her right breast to a painful punch. "And this is kinda fun too, you hot little cunt," Heather rasped as she suddenly latched onto both of Denise's perky mounds, capturing the erect nipples and pinching as hard as she could.

"OWWWWW! AIEEEEEEE!!" Denise bawled, her beautiful eyes filling with tears. Blinded by her tears, Denise didn’t see what came next as Heather snapped her head forward and Denise’s face exploded in numbing, breath-stealing pain! "NAAAWHHIE!"

SPLASH! The stunned brunette's bellow of pained protest was interrupted as water engulfed her after Heather followed the headbutt by hooking her leg behind Denise's leg and shoving her back and underwater.

"So glad that you initiated this little discussion," Heather chirped as she used a handful of hair to hold Denise underwater. "Bet this has something to do with Charlie, right?" she laughed as she watched her rival’s hands frantically beat the water.

When Heather released Denise's head, she reached down and clamped onto her firm breasts, crushing the pert mounds tenaciously and twisting the rock-hard, long sensitive nipples in her fingers while she gleefully watched a string of bubbles float to the surface from Denise’s screams and felt her captive squirming desperately.

"Enjoyin' the show?" she asked the crowd whimsically as she looked up and saw the observer’s rapt expressions; duly noting the obvious bulge in the men's trunks….which reminded her; Heather wondered if Denise had shown up alone or if her husband was lurking somewhere and watching his wife ‘in action.’

"Think I'll let you up now,” Heather chirped. “I’d hate to drown your hot, pretty and sorry little ass," she laughed, knowing full well Denise couldn't hear a word she was saying.

(Gasp! Cough!) "Uhhhhhhh, leggo of 'em….pleaseeeee…."

Heather smiled as she let Denise up, but maintained her torture grip on her breasts.

"Let go of what Missy? Oh, you mean these nice little mosquito bites?" the blonde laughed as she tightened her grip and began to ‘milk’ the captive boobs. She teased the long nipples to even greater length and stiffness before crushing them viciously. Then she released the painful double breast hold and, with a powerful sweep of her leg, sent Denise tumbling back again underwater!

(Cough! Gasp! Hack!) "You nasty (cough) broad…I'll teach (cough) you," Denise rasped, only to be treated to a blistering backhand as the blondes lightning-quick reply.

"Listen honey, I can have your man any time I damn well please, got it?" Heather snipped as she cupped her own full breasts and gave them a shake, then snickered as she turned and climbed out of the pool, leaving Denise topless, red-faced and gasping!

"Hey anybody; who’s got a camera? Wanna take a picture of the winner?" Heather crowed, striking a pose with one breast still exposed.

"Don't need a camera for half a picture," one guy muttered under his breath as he watched Heather once again holster her twins; the one fully exposed, the other half out of it’s cup.

"Care to explain that buster?" his girlfriend asked angrily, fully aware of what his beef was. While he blushed, nearby girls giggled.

"Just wait! You may wanna get your camera for a real full-frame hot picture," another guy advised as Denise clambered out of the pool and silently began to sneak towards smug blonde who had her back turned to her. The angry brunette was carrying her own torn bikini top in her hand, her full breasts jiggling on her angrily heaving chest as she stalked her blonde prey.

"Kill the bitch," a cute redhead whispered as Denise walked past her.

"Yeah, but do it slow and cruel," a brunette hissed.

Denise seemed to take courage and gain increased determination as several other onlookers expressed support. She picked up her pace as Heather was now almost running toward the hotel.

"Where the hell is she goin'?" Denise wondered as picked up her own pace.

"Aaah-haah! That man-stealing bimbo bitch! Grrrrawhhhh!"

"AAAAAAACK!" Heather wailed as she heard a soft whoosh just before she felt something tightening around her throat.

"Gonna wring your neck, you horny blonde slut!" Denise screamed as she wrapped her bikini top around Heather’s throat and pulled back hard!

Heather gasped and her eyes widened in shock as her hands shot up, tugging frantically at Denise's top as she began throttling her. The blonde struggled and writhed, her beautiful upper body extended forward against Denise’s pulling, her magnificent chest thrust out as her back was forced over backward. All eyes focused on that perfect, exposed breast and the twin straining to escape her loose bikini top. The more Heather struggled, the more of the lush breast found freedom. Denise quickly realized this and she began to deliberately pull and push, whipping her struggling opponent around and forcing her to expose herself all the more as she squirmed and wriggled. Soon the thick erect nipple was peeking erotically over the top of its cup like a child’s nose peering over the bannister on Christmas morning..

"Uhhhhhhh... (Gasp) Ungggggggh!" Heather grunted, groaned and gulped air whenever Denise’s top around her throat eased just a little. As Heather fought against her smirking, almost gleeful opponent, every muscle of her beautiful body strained and tightened, then she began weaken as oxygen deprivation took its toll on her body and her movements began to slow, her arms and legs becoming uncoordinated and she slowly dropped to her knees in front of Denise..

"Oh, my, goodness NO!” Denise gasped in mock surprise. “I sure wouldn't want to strangle you unconscious; that would just be no fun at all!" she rasped sarcastically. Denise released the strangling choke and let Heather slump forward to her hands and knees, her magnificent chest heaving, her gaping mouth rattling as she sucked in air, her wet, disheveled hair hanging down covering her face.

"Can't catch your breath, hon? Too weak to fight any more? Not enough woman to steal my man, huh blondie?”Denise cackled. “Well, that's really too damn bad!!" she taunted as she suddenly reached down, grabbed Heather's top and ripped it off, setting her jiggling breasts free.

As Denise raised her arm to toss it away, she suddenly changed her mind and dropped it at her feet. Her smile turned to a smirk as she suddenly stepped over Heather’s back, then straddling her waist she reached around her, grabbed both dangling breasts and dug her talons deep into the pale flesh.

"AIEEEEEEE! My boobs....oh Gawd nooooooooo…..my booobs...ARGGGGGGGH!" Heather wailed.

"Hmmmmm, are you sure they're BOOBS, hon,” Denise quipped. “Not just cheap plastic wannabes?"

The brunette squeezed and twisted the blondes' large, full, firm breasts making Heather groan as she pulled her upright on her knees in front her her. Heather’s hands loosely grasped Denise’s wrists, unable to pull them away when Denise captured the thick nipples and pinched, rolling the flattened nubs painfully in her thumbs and forefingers!

"YAIEEEEEEE!" Heather howled in futile protest.

"Yeah, that’s it; squeal like a monkey hon….squeal even louder," Denise snarled as she struggled to hang onto her squirming, writhing rival as Heather reached up over her head and grabbed a handful of Denise’s dark, dangling hair. Denise yelped in pain, but she hung on grimly as she began milking Heather's' mounds all the harder!

"OWWWW! Wha’ the hell?....Whooooaaa...AAAAAACK!" Denise yelped as Heather jerked and tugged her hair viciously; her survival instinct kicking in full power as the blonde desperately reached up, grabbed the brunette and with a mighty burst of energy bent forward and pulled Denise over her shoulder - hard! Denise's' lean, long, lithe body did a full head over heels flip and she landed THUD on the lush grass in front of Heather who sat back on her haunches rubbing her sore, aching breasts as she stared at her moaning rival; hoping to catch her breath and regain her strength.

Heather’s chest was still throbbing and she felt exhausted but she summoned her remaining strength and pounced on Denise.

"Now Richards, I'm gonna knock you the fuck senseless," Heather rasped as she dropped her ass down, straddling Denise’s belly as she leaned forward and grabbed for the brunettes hair.

"Uhhhhhhh...NOOOOOOOO! Umpppfffh!" Denise grunted as Heather's full weight smacked into her stomach.

Denise fought against the pain in her body, calling on every muscle, tightening her long muscular legs and torso to execute one violent pelvic thrust before Heather had settled herself. The wild buck sent Heather flying and Denise scrambled after her. In a New York second she had Heather in an excruciating leg scissors as she clamped her gams around the blondes waist!

"NOOOOOOO! Leggo....Uggggggh...Umppppfffh!" Heather still hadn’t recovered fully, yet she was once again struggling for air; her full breasts shaking and her chest heaving as she gasped and sucked air while her angry, loud, protests and curses rapidly grew slowly softer and quieter until they were almost inaudible.

"Now, this is what you call a goooooood fight," one woman noted as she watched the action intently from the crowd standing in a tight circle around the two women on a rather large grassy area between the pool and the hotel which provided a wonderful arena for an erotic catfight.

"Hey, look over there," one woman shouted suddenly and giggles erupted from the crowd. "Wanna add a little spice to the mix?" she asked the happy observers.

"OW! Stop that you ass!" Heather gasped as Denise once more latched onto a firm breast and squeezed.

Denise snickered as she tightened her legs, feeling Heather's already tiny waist getting smaller, making it nearly impossible for her to suck in more air. The brunette smiled wickedly, tightening her crushing grip a little further; her thigh, leg and calf muscles bulging.

"Ma'am…er, I mean Ms Richards; could you use this here thingie?" a distinguished gentleman asked holding up something with a questioning cock of his eyebrow.

"Why thank you sir!" Denise cooed as she shifted her weight and shifted to a sitting position.

Heather groaned then emitted a startled screech…"NOOOOOOOOO....Awwwwwwckkkk! Brrrrrrrrr..."

An icy stream of water thoroughly drenched the topless blonde beauty, giving her an instant sense of deja vu. Kicking and writhing as much as possible was all Heather could do to protest Denise directing the frigid water from a garden hose up and down her hot body; drenching from her hair, over her face and continuing down chest and upper body.

"You're such a hot-n-horny flirt, bitch; you need a good coolin' off," the younger woman laughed as she felt the older woman's body shivering from the cold and saw her large thick nipples lengthen and stiffen from the unwelcome icy cold bath. "Hmmm, let’s see…what else needs a good coolin', huh, hon?" Denise giggled as she suddenly kicked her legs outward, then snapped them back in, hooking them inside Heather's legs, locking her captives limbs firmly before jerking them out hard and fast spreading the screaming blonde’s legs and threatening to split her wide open!

"NOOOOOOOO! Argggggggh!" Heather screamed as she felt Denise's fast, hungry fingers grab her bikini bottom and drag it down slowly. The icy water seemed to engulf her lower body bringing instantly embarrassing icy numbness to her nether region As she struggled, shivered, groaned and gasped, Heather tried hard to ignore the pleasurable but embarrassing tingling caused by Denise's free hand as it reached around cupped her breast, then began pleasurable teasing her nipple as her hungry mouth covered the blondes quivering lips.

"Now THAT’S how ALL girlfights should end," one guy chirped.

His girlfriend, watching the action even more intently as he, muttered to the woman on her other side, “If he knew what we do at the Porn Star Fight Club back home, he’d have a freakin’ coronary.” Her woman friend just rolled her eyes and nodded in agreement!

"Sorry for the cold water, Hot Stuff," Denise said as she broke the rough kiss.

Heather, once she caught her breath, began angrily shouting and cursing that suddenly began to change into groans as the brunette tossed the hose aside and reached down to cup her hand over the blondes drenched, and still-steaming pussy, then began to slowly, rhythmically and quite erotically rub up and down.

"Uhhhhhhh...ohhhhhh...ummmmmm....ohhhhhh Gawwwwd stop...STOPPPPPP!" Heather pleaded, half-heartedly at first, but then as her body responded to the stimulation, her protests grew angry and strident.

"Really? Do you really want me to stop? Huh? Do you sweetie?" Denise asked incredulously before planting another forceful passionate kiss on her captives lips, forcing her swirling tongue down Heather’s throat. Heather moaned as Denise's long, skillful, well-schooled fingers worked their magic; dispelling her numbness and returning pulsating heat to her swollen labia..

"Well, I’ll stop if you say so, hon,” Denise promised. “….but ONLY if you beg me!"

"AIEEEEEEEEE!" Heather's bloodcurdling cry sent shivers down every onlookers' spine and caused even Denise o wince as the shriek almost shattered her eardrums.

"Whoopppps, sorry,” Denise said with mock regret as her lips curled into a pretend pout. “Didn't mean to hurt you…there! Now get up hon, you've had your fun. Now I get my turn," the brunette said as she suddenly released her whimpering prisoner, rose to her feet, grabbed a double handful of wet blonde hair and jerked Heather to her feet. An angry push to the back sent the blonde staggering forward.

"OUCH! Unnnnhhhhh..." Heather groaned and grunted as Denise gave her several hard shoves and pushes, sending her reeling and staggering back towards the pool area. "Stop it! Don't push meeeeeeeeee," Heather shouted angrily as she suddenly spun around to confront her angry tormentor.

WHACK! "Uhhhhhh!"

WHAM! "Opppppfffh!"

WHOMPP! "Unggggggh!"

Heather reeled and staggered as Denise dealt with her protests and negative attitude by giving her several blistering backhands, followed by a few well-placed punches and a couple of snap kicks. Face…boobs…belly…groin. All were targets of choice for the young brunette as she attacked the older blonde with an aggressive, but erotic, attack.

"Such a pretty face," Denise said as she delivered slaps and executed a brief but painful face claw. "And such nice firm plastic boobs," the brunette taunted as she sent Heather reeling with punches and slaps to her now tender breasts. A rather long excruciating double breast claw achieved a good deal of ‘attitude adjustment’ but it took a few well-placed smacks to the stomach and crotch followed by a final crotch claw to turn the last bit of blonde arrogance into whimpering submission. "Whatcha gonna do ta me? Please...tell me what..." Heather whimpered in totally uncharacteristic submissive demeanor as Denise grabbed her by the hair and pulled her into a painful headlock, then marched her naked prey the final few steps to poolside.

"Whaaaa...uhhhhhh!" Heather gasped and groaned as she felt her upper body twisted and wrenched down - hard and fast. "UNNNNHHHHHH!" Heather hit hard, her body stretched out on a convient lounge chair. She grunted a painful gasp as a fist slammed into her naval; she groaned in pain, secretly thankful for all the ab workouts she’d done! It helped…somewhat.

"Its not what I'M gonna do to you, bitch,” Denise snarled. “It’s what YOU’RE gonna do to me!"

Denise whipped a punch to Heather's lovely jaw and she grunted, her vision blurred as liquid saltiness filled her eyes.

"Ohhhhh, my...why did I think this was comin' eventually," a guy mused as he watched the girl-to-girl discussion near its conclusion as the small crowd of eager and lucky onlookers followed the women back to the pool. It had been quite a ride but the best ride was still to come.

"Yeah! Watch this!" someone shouted.

Denise smiled as she slowly moved close to the whimpering, dazed beautiful blonde whose body was by this point covered with scratches and welts.

"Heather honey, I should tie you up, but alas, I’ve nothing to bind your hot little body with," Denise declared as she looked to the watchful crowd; her gaze zeroing in on a small group of angry faced women. She made a motion with her hands and asked, "Ladies; please?" She chirped, "Thanks girls," as several bikini tops flew toward her. In an instant, she’d lashed Heather's wrists and feet to the lounge chair frame.

"Da, duhhh, dah, duhhhh, duuuhhhh, daaah!" Denise's' perky upbeat throaty voice was soon accompanied by most of the crowd as they belted out the "strip tease" song, humming it enthusiastically as the gorgeous brunette wiggled her hips as she slipped slowly out of her bikini bottom.

"Noooooo, please don't, I'll do anything else…" Heather whined.

"The hell you say! You'll do anything else? Why you sneaky man-sneaking bitch! You'll do EVERYTHING I say, er, uhhhh, honey…including doing ME!" Denise said as she slowly and sensuously approached Heather, straddled her and then dropped down on her face in a perfect reverse facesit.

"Uhhhhhhh...ohhhhhhhh...ummmmmmmmm....YESSSSSSSSS!" Denise moaned and groaned, her body slowly rising to boiling ecstasy. She pulled, twisted and tweaked her squirming rival’s nipples, then grabbed Heather's chin and jerking her face in deeper. "Yesssssss, ohhhhhh gawwwwwd, YESSSSSS! Oh Heather, you gonna mess with my man any more, dearie?"

"NOOOOOOOO! Puh...leeeze....noooo moreeee," Heather whimpered just before she reluctantly got yet another facial.

The crowd watched in sheer erotic delight as Denise rode her rival’s face to several more climaxes.

Later…….Denise went swinging merrily into her hotel room….where her husband had been waiting for her.

“Well, Charlie dear, what did you think of me at the pool? Huh, sweetie? Charlie?"

"Oh, well, er,,,uhhh, yeah honey,” he mumbled. “Actually, I got ‘busy’ watching a great Jenna Jameson porno. But…um, I see you worked on your tan a bit. In fact, you really look flushed, I hope you didn’t overdo it. You have a good time?"

"OH did I ever!” Denise crowed, her brow furrowing at the realization her ‘man’ had missed her big show.