"Well, YEAH. Why do you care? What's it to ya?"

Julia Louis Dreyfus, known for her ‘attitude’ seemed more than a little irritated. She laid on her horn and gestured angrily at Karen, telling her to move her lovely butt out of her way. A hot brunette in her sports car ready to lay rubber and a hot brunette bouncer, i.e., parking lot attendant? A minor conflict was about to escalate.

"Roll down the window, drop the attitude and step outta the car, NOW!"

"@#@$#@#$ YOU McSlutty! Get the $#$%$# outta my way! What the he…Ouchhh! Leggo of my hair. Aieeee!"

Karen was all smiles as the argument escalated as she reached Julia’s window, grabbed her hair and yanked her out of her seat - and almost out of her convertible. By the time Karen had dragged her out of the car, Julia’s loose, low-cut blouse was half shredded and her lovely dark hair totally messed up.

Karen jerked Julia around and when she was clear of the car, she went to work! Punches, flips and strategic holds targeting pressure points. Slaps, hair-yanking and the obligatory shredding of her blouse and yanking at her skirt quickly followed. Exactly the kind of action the “client” had in mind.

"Stop it. You crazy broad. I'm tellin' management. You're gonna get your asses royally sued!" Julia certainly made good threats - and a couple of halfway good fight moves - including slaps, light punching and a few rips and tears of Karen's sexy threads, but nothing serious and certainly nothing Karen couldn’t handle.

Bonk. Bonk. Bonk. Julia's head bounced off her flashy sports car's windshield and front fender, then Karen bent her back over the hood for a couple of face slaps before the stomach claw; light, quick punches to her ribs and a couple of stomps on the tops of those lovely feet with her heels.

"Lost that haughty nose in the air attitude yet, you ditzy broad?" Karen asked as she ripped off the last of Julia's blouse.

"Stop it! Stop that right now. How dare you!" Julia screamed.

Dreyfus was winded and hurting - and madder than a wet hen! Her punches were wild and almost made Karen laugh as she ducked every one easily and bent the feisty woman in every contortion possible. The highly erotic exciting fight was indeed one sided and Julia seemed make a lovely Barbie Doll in the complete control of the gorgeous body builder, complying with Karen's every whim.

"Oh my you hot little spitfire. You're gonna lose your bra in public." The prediction came true despite the furious muffled protests. One strong hand over lovely mouth; strong dexterous fingers unsnapped the bra and in a flash it was a trophy.

"Better settle down, get your ass in this car and take off-pronto," Karen ordered.

Julia offered a few choice words in response as Karen threw her into the front seat and tumbled in on top of her. Four lovely legs thrashed and windmilled in the air; two on the bottom frantically, two on top obviously in control. The screams and slapping sounds morphed into noises most diligently listened to until…

"HEY! What happened to the camera?"

"Shhhhhhh. Sometimes technology fails, but listen to the ‘music’…"

"No picture? Sorry, we got technical problems. What, you wanna refund? Oh that’s right, the entertainment’s free," Ginny's voice came over the intercom and IRISH and Oldtimer chuckled.

"Or is it just that you want more action?"

"YEAH!" they answered in unison.

"Room service is bringing some extras,” the disembodied voice announced. “Please note the picture is not only back on, but it’s even clearer."

Karen's flushed face wore a big smile as she got up and twirled Julia’s bra as she walked smugly back to the gym. The camera panned back to the car and zoomed in for a closeup of Julia's red face. Was that a smile? And what did that parking ticket say?
******
BACK IN THE LOUNGE…
"Ya did give me permission, right you silly bimbo?" Karen asked. Had she not been twirling Julia’s tattered bra when she asked, the question would have seemed innocent enough.

Charlize studied the gorgeous scene of pulchritudenous carnage and smiled, trying not to think lusty thoughts - and, of course, failing! "Why of course I did. Remember Karen, the Hollywood Gym & Lounge ALWAYS goes out of its way for our clients!"

Charlize glanced around quickly, then snatched the torn bra from Karen's hand mid-twirl and stuffed it in the pocket of her apron. Hopefully no one object. Charlize was well aware Karen could be a toughie, still in her aroused state she couldn’t resist leaning over to go face to face with the brunette. Both blushed as they moved their bodies just enough to push against the others firm breasts. Their erect nipples told the story…well, part of it.

"Julia's, I presume?” the tall blonde asked with an arched eyebrow.

A nod and a quickly lick of her lips confirmed it as Karen flexed the muscles of her gorgeous legs and balled her fists. If Theron wanted to take this to another level, Karen was always ready and willing to prove her superiority over the randy blonde - as she’d already done many times.

"Make sure and straighten your uniform, you're missing a button. And freshen up; your hair's a mess," Charlize snapped, straightening up to break contact before Karen could act on her impulse to add Charlize to her “items done” list. Being a bodyguard, bouncer and general "gopher" was a tough job, but one readily accepted by Karen. Her tight uniform - now a bit disheveled - consisted of a (presently torn) skirt, a low-cut blouse, sheer to the waist pantyhose and, of course, heels. Not quite a standard “gym and bar” outfit, but given the surroundings, appropriate.

"You two guys enjoyin' the show? How's this thing workin'?" Karen asked, speaking into a rather beautiful pendant that nestled in her cleavage as it dangled from gold chain hung around her throat.

"Just fine, just fine! It and YOU are both so fine!" IRISH said.

Oldtimer echoed same sentiments, "Way to handle that feisty little brunette!"

More complements followed but Karen didn't hear 'em or didn't pay attention. She was already anticipating the next bit of action and then…

"Gosh that was great. Poor Julia. Yeah, poor Julia."
******
LATER…
"Hey, I need to talk to you,” Karen said as she approached the newcomer to the gym. “Patricia Heaton, right? How was your workout? Everything OK? You know, you're such a cutie pie little doll. How about I mess up your ‘oh-so-perfect’ hair? Ya know, you've got attitude! I like that in a woman. If you ever want to wrestle a ‘real’ body builder….he-he-he. Nah, just kiddin'. But I do really wanna pull that hair though."

"Hey, are you crazy? Take this!" SMACK! SLUG!!

"Yeowcccch!" Patty's hard slap was followed by a punch that staggered Karen. She took three quick steps back as she tried to shake off the unexpected assault.

Kerwhump. The gym bag hit hard, painfully.

"Get outta my way you muscle-bound, rude jerk!" Patricia snapped as she drew back her foot. Patricia Heaton resisted the impulse to give the downed Karen a swift kick in the ribs though. She’d had a tough day and an even tougher workout so kicking this lovely intruder's pretty ass would be a great way to let off some steam! But a busy schedule awaited the lovely actress and so she stepped over Karen’s writhing body and made her exit into the lounge.

"Want me to stop her?" Charlize asked as she darted across the room to help Karen to her feet. Charlize was always more than willing to help Karen because it gave her plenty of opportunities to grope her gorgeous body. Besides, Charlize had always wanted to tangle with the gorgeous Heaton who, by the time she got Karen upright, was almost out the door.

"Hell NO!" Karen snarled as she slapped Charlize's pawing hands aside. Karen sprinted across the room, kicking off her high heels as she ran. The beautiful, perfectly-in-shape brunette was embarrassed at having been caught off guard and mad as hell. Now she was intent on taking Patty down the way a lioness on the Serenghetti takes down its prey.

"Good! Get her!” Charlize called after Karen. “And get that lovely blouse…and her skirt. Hell, get the pantyhose too while you’re at it.” Her hasty instructions met IRISH's and Oldtimers' desires to a ‘T’.

RIIPPPPPPPP!

"Awwcccck! What the hell…HEY leggo! Eeeeeeikkk!"

Karen's long strong fingers found lovely reddish silk and fine fabric. A good hair pull and a complete ripping of the expensive blouse. A good two-in-one catfight initiating move. Patricia screamed as she felt her scalp explode in pain, heard her blouse rip and felt the flush of anger and embarrassment. She dropped her gymbag and purse, grabbed the attacking arm and dug her nails into the offending wrist. Twisting, turning, she was face to face with her attacker. Slaps, harder slaps, then punches. Both fought the other furiously, viciously.

"Auuwhhhh. Uhhhhhh." Karen winced in both shock and pain as Patty's defending attack was more intense and painful than expected. A couple of painful backhands to the face and two jabs to her left breast left the lovely bodybuilder a bit ruffled.

Ripppppp...Ripppppp!!

Karen felt the front of her dress loosen, then fall to her waist. A vicious exchange of slaps and blows. And of course a rippling echo of oooh's and ahhhhh's as both battlers sexy lace bra's were visual appetizers as it were. Hopefully more catfight courses would be served.

Whammmm! "Uhhhhhhh-"

"Dumb move Muscle Maiden!" Patrica shot a kick to Karen's crotch, fired a hard punch to her face; as luck or rather unluck would have it Karen moved. The fist nailed her square in the left breast, one knuckle directly on her nipple. As the gorgeous bodybuilder let out a shriek, Patty grabbed her bra and yanked hard exposing both of the brunette's lovely breasts. Hard sharp nails sunk in deep.

"Go Karen, go! Don't give up now!"

The shout seemed unreal. It was like a baaaddddd dream! The bodybuilder was in trouble!

Bonk! Patty's head snapped back. Head butts really do hurt! Strong arms shot forward and angry fingers snagged a deep grip on reddish hair. A hard yank forward and a forearm smash to her well-endowed chest left the lovely actress gasping for air; moaning in pain. A mean stomach claw was applied and used to its maximum potential.

"Gotta tighten up my abs," was a new resolution quickly made.

"Awwwckk. Whooaaa…Ouchhhh!!"

Karen was all action now. She used a handful of hair and tummy to send Patty soaring facedown onto a nearby table. The screaming redhead barely recovered when the brunette clamped her in a Reverse Headlock and pulled her around the room, introducing Patty's red-faced loveliness to several lucky patrons. IRISH noted the other women all seemed to be enjoying the sight of Patty's misery.

"She is quite pretty; even Hotttt in this position," he noted.

Karen smiled as she bent Patricia's upper body back over another table. Arms flailing desperately, her lovely leg and thigh muscles stretched to the max, her beautiful red hair in disarray and her full breasts bulging almost out of her expensive lace bra…well, all attention was focused on Heaton!

"You wanna?"

"Yeah sure! You?"

"Of course."

"You first?"

"Nahhh, together."

"OK. Ready, on three?"

"One…two…three!"

"Noooo-NuhhhUhhhhh."

Charlize and Paris often disagreed and infrequently they fought, but now they worked as one. Each blond grabbing a bra cup and slowly peeling it down to expose Patty’s pale pair. They each cupped a luscious, soft breast and gave it a slow, hard squeeze as they bent over and flicked her thick stiffening nipples with their flashing tongues.

"That's it Karen, hold her still for a little longer; they’re just getting started," IRISH found himself making a mental wish as Patricia's face turned red as a beet.

"OK, enough already!" Karen shouted as she pulled her captive away from the two panting blondes. Their faces showed their childish churlishness, looking like kiddies whose delicious lollipop had been plucked from their lips just at the moment of the sweetest taste.

"Now you're goin' down honey; fast and hard!" Karen said with a deliciously wicked smile.

Then Karen proceeded to announce each move, flip, hold and throw as if illustrating for a student. Patty squealed, groaned and moaned with every movement; each precarious and erotic position signaling to all that she was truly comprehending the lesson. From grapevines, to figure fours, to camel clutches - even one of the most erotic Backbreakers ever seen the lounge!

"And for one…well, two final touches," Karen whispered in Patricia's ear. She slid behind the wobbling, whimpering redhead and with a quick move unsnapped Patty’s lace bra, whipping it off and wrapping it around Patty's neck. Giving her make-shift leash a tug she pulled Patty around the floor on all fours until…

SPROING! Patty gasped with obviously needed relief as her broken bra went sailing away. A happy holler from Charlize - who loved to collect the special souvenirs she got from working at the gym - as she elbowed Paris aside and scrambled to retrieve Patty’s Puppy Catcher. (It kinda made all her hard work worthwhile!)

"Just so you know this is officially called the Sleeper Hold,” Karen announced. “And you really do look tired Patricia, my dear. You must’ve had a wonderful workout today. You look quite exhausted!" Karen quipped as she applied the hold.

Patricia struggled, weakened and then her luscious body slumped and - after a final spasm - went limp. At last, Heaton’s much needed rest came.

"See she makes it outta here okay after she wakes up," Ginny ordered Charlize as she suddenly appeared. She motioned for her bartender to get on with the fun job of slapping Patty back to consciousness and then "helping" her to her car. Charlize was all smiles as she rolled Heaton onto her back, slipped her hands under Patty’s arms and clamped onto her breasts. Straightening her strong legs, she pulled Patricia Heaton’s limp body against her thighs and began to drag her into the back room where she’d use her usual routine to bring the unconscious woman around: chest massage followed by mouth to mouth and finally she’d check her out from head to foot for “internal injuries” before escorting her home. (Whether it would be Char’s or Patty’s home they went to would depend on the results of Charlize’s “internal exam.”.

"And you, Miss Karen. Weren't you just a tad bit rough on our guest?" Ginny said curtly as she got close to Karen, face-to-face or even a bit closer than close.

"Well, maybe,” the bodybuilder admitted. “Why? You wanna make something of it?" Karen pressed her chest into Ginny's, still a bit worked up after a day that included several fights - but one still without a proper “climax.”.

"Oh my; who's gonna win this one?" Oldtimer wondered aloud.

"Very easy answer to that," IRISH answered. "If those two get into it, all of us will be winners!"

IRISH and Oldtimer weren’t the only one's watching the action in the gym via closed circuit because Claudia Schiffer called out, "Hey Karen! You'd better get movin'! She's halfway through her workout and she's lookin' good. Plus she's already had a couple of sparring bouts with two of our clients."

As Karen looked deep into Ginny's eyes, she caught a glimpse out of the corner of her eye of Kim who walked past the open door, stopped, looked at them, then moved on.

"Later, chickie baby!" Karen sneered, bumping Ginny’s full, soft breasts with her own firmer, younger puppies.

"Fine. Just name the place and time," Ginny replied, taking a deep breath to expand her own heavy hangers.

"Did she win her two battles? Who'd she pound senseless and strip?" Karen asked as she slowly backed away from Ginny and turned to look at the CCTV screen.

"Oh they were just verbal bouts, so of course Kathie Lee won ‘em both," Claudia Schiffer said. “You should go change and see if you can be number three,” she snickered.

"Remember,” Ginny said, putting her hand on Karen’s arm. “Not too rough; it’s not about whether you win, you’re supposed to put on a good show! Show a bit more than usual - and by all means - let Kathie Lee help you showy what you got. That’s why you’re here."

Ginny laughed at the thought of Kathie Lee perhaps, perchance, maybe, however unlikely, taking Karen down. Still, it would be equally cool if Karen earned her salary and took Kathie Lee for a wild ride…
******
Karen emerged from the private locker room dressed in a most sexy halter like top, tight cheek revealing gym shorts and loose shoes. You know sexy, fashionable, but something that could be kicked off easily for unexpected action. She took her time to look around the room; she snooped into Charlize's locker as well as Claudia's and Paris's. One of the perks was that any outfit they wanted would be provided as long as they kept doing their jobs well; serving, waiting, instigating and performing in battles, winning a certain percentage and keeping everybody happy no matter what it took.

"Think she know's she's bein' watched?" IRISH wondered. Not that he really cared but as the camera zoomed in on Karen's various "assets" he wouldn't have minded buying the cameraman (or woman) a drink or two.

"Now time to kick some butt!" Karen muttered as if she knew one of her biggest fans was watching her every movement.

Karen fairly glided through the gymn; various celebs were working out. A few were engaged in verbal taunts. Cori Nadine prowled nonchalantly; perhaps since she did a few workouts on the machines and she wore a rather modest workout outfit no one realized she was a "bouncer." She winked at Karen and pointed across the room towards the lovely target.

"Six-two, Eight-two, Nine-two," Kathie Lee was using dumbells, laying on her back on a well padded bench with her spread legs draped over either side. She looked H-O-T in a tight, clinging, leotard with a deeply V’ed low-cut bodice.

"The broad's in good shape," Karen thought as she studied Kathie Lee's arms, biceps, shoulders and upper body flexing as she finished her reps.

"Nice workout, huh, Kathie Lee," Karen said as she walked over to her.

"Yeah this place is really nice, but some of your clients stink. Why do you let just any little brat in here?"

"Oh shut up you stupid old broad," Paris Hilton grumbled malevolently.

"Yeah keep your mouth shut or we'll shut it for ya," Lindsay Lohan snapped.

Karen smiled as Kathie Lee's face flushed bright red as the older woman exchanged insults, threats and rude banter with Lindsay Lohan and Paris Hilton.

"Girls, lay off Kathie Lee. She's just naturally mean. And her voice is like a raspy old…well, you know. Don't pick on her, please."

"Hey! I'm not OLD and if you don't like my voice or my demeanor,” Kathie Lee snarled at Karen. “Take a hike!"

"Oh cool down honey. Get ready, I'll spot for you!" Karen purred while Kathie Lee lightly chalked her hands, lay on her back and raised her arms.

"Let's try this. Be careful now sweetie," Karen mocked. The weight was way too light and Kathie Lee launched into a tirade.

"OK. See how this works," Karen said as she piled on weight.

Even the bodybuilder strained a little as she lowered the bar into Kathie Lee's grip.

"Ohhhhhhhh. Arrggggg. Helpppp. It's toooo heavy!" Kathie Lee bellowed as the crushing weight slowly pushed her arms down, her shoulders and back straining to bear the load.

"Ohhhhh C'mon lady. You can do better! It's not THAT heavy. Use those muscles. How 'bout the muscles in your mouth? Hell, just take a deep breath and raise it with those big soft boobs, eh?"

"Get this offa me you crazy musclebound bitch, NOW!"

"OK sweetstuff. Don't have a hissy fit. Act like the lady you are…NOT!" Karen snickered.

She pulled the bar up slow and steady and dropped it in the supporting grooves. Karen licked her lips as Kathie Lee's impressive chest heaved, her full breasts bulging in the top of her workout leotard. The ex-talk show host's face and body were flushed as she sucked air hard and fast. Her eyes stabbed into Karen's eyes. Kathie Lee was mad.

"I’ll report you to management! Get that pretty little butt fired or worse. In fact, I'd like to teach you some manners myself," Kathie Lee rasped as she slowly sat up, wiped her sweaty brow and glared at Karen.

"That would be fun. I haven't had an easy fight in a while. You better think long and hard before trying ME. I'd wipe the floor with you, granny" Karen said, flexing her muscles and taking a step closer to Kathie Lee who stood up slowly; her right fist clenched. Kathie Lee stepped up to Karen and got in her face.

“Come on. You wanna dance, kiss or fight?" Karen asked with a wicked smirking grin.

She moved closer, pressing her chest into Kathie Lee's. Kathie Lee's face went through several expressions. Anger, hate, rage, then softened a little. Karen felt her right nipple pressing into Kathie Lee's thick nub and saw Kathie Lee swallow hard.

"Never mind. Forget it. I forgot I have an appointment. Maybe later," Kathie Lee said suddenly as she gave Karen a snarl and a chest to chest bump, before stepping back and turning away. She took barely a step before…

"Yeah, always figured you for a nice bag of hot air; just a pretty face, big boobs, big mouth and a lot of …EeeeiYahhhhhh!"

"Unnnnngggghhhh!" Karen gasped as an incredibly hard fist slammed into her belly. Another woman would have been devastated as Kathie Lee threw a mean punch.

Karen's quick grab of her hair from behind was the last straw and the fight was on.

(Whoosh) (Whoossh) (Whooosh) Kathie Lee’s fists sliced through the air; narrowly missing Karen thanks to her lightning reflexes. The more she swung and missed, the more furious Kathie Lee grew.

Suddenly, she backed off, smiled and gasped, "Well, this ain't workin'."

"Just too slow granny. Wanna wrestle?"

In a flash the two were locked together in a battle of strength; fingers intertwined. They grunted and growled as each tried to bring the other to her knees.

"Uhhhhh. Oooooh. Uhhhhmpfffh." Karen didn't see the gleam in Kathie Lee's eyes as they pushed and pulled each other around, each trying to force the other down.

‘This old broad's strong!’ Karen thought silently. ‘But the other two were no pushovers. Whaaaa…AWWWWCCCK!"

World turned upside down for Karen. Kathie Lee suddenly broke the finger lock and pushed the bodybuilder backwards hard. Karen screamed as she fell backwards and head over heels over a nearby bench. Kathie Lee leaped over it and nailed Karen in the ribs with a good kick as she tried to get her bearings.

"Nice hair, muscle girl. How about I rip it out?" Karen heard herself squealing like a schoolgirl as fire burned her scalp and she was brought up fast. The jab to her kidneys was no fun either. "Gonna knock you senseless, then I’ll show everybody those muscles. How’d you like that?" Kathie Lee chirped, feeling quite proud of herself for working over this gorgeous bodybuilder. "Ungggggh." The older woman's midsection exploded in agony from Karen’s elbow thrust.

A back fist slammed rudely into her face. A quick spin around and three jabs to the stomach, ribs, then a quick backhand to Kathie Lee's face rattled her brains. Karen snapped a headlock on her rival and ran her into a nearby wall next to a drinking fountain.

"Think she needs some water. She looks a little…um…flushed," Lindsay Lohan said.

She quickly ran cold water in a paper cup. Karen looked at her, whispered thanks, then asked the dazed Kathie Lee if she wanted a drink. The weakly nodded ‘yes’ put a wicked smile on Karen's face as she downed the liquid refreshment herself.

"Whoops! I'm soooo sorry. Guess that was for you. May I have another?" Karen asked.

Lindsay muttered as she reluctantly filled another cup and handed it to Karen who made a motion with her hands that send LiLo scurrying away.

Karen snickered and muttered, "Good idea, you nasty little girl."

"Here have some water, Kathie Lee!" Cold water passed those beautiful lips. Well some did anyway.

"Awwwcccck." Kathie Lee snarled, cussed and acted rather unladylike as the icy liquid ‘accidentally’ spilled down the front of her low-cut suit, soaking the deep V between her hulking breasts.

"Oh my, how clumsy of me! Here, lemme take care of that!" Karen chirped.

Holding Kathie Lee pinned to the wall with one hand, she ran her other hand over Kathie Lee's bosom, lingering and giving each full breast a good firm feel and a squeeze. The cold water had instantly brought Kathie Lee's nipples out to their very best advantage and Karen obviously wanted to test the thick nubs to ensure they were as rock hard as they appeared to be.

"Uhhhhh. Ooooooh. STOP THAT…” Kathie Lee grumbled. “You musclebound pervert!”

"Sorry if you don't like to mix pleasure and workouts,” Karen snickered. “Most here do."

Karen hooked a finger in the V of the top of Kathie Lee's suit and pulled down. The thin wet material stretched and stretched some more. Damn Spandex. Karen needed a second hand!

Kathie Lee struggled until a knee to her groin stifled her resistance. The material stretched a bit more, then finally yielded with a loud RIIIIIPPPPPPPP that got everyone's attention. Kathie Lee's scream as her big beautiful breasts bounced free ensured everyone focused on it!

"Nice boobs Kathie Lee; quite firm. Ummmm, and these buttons; long and hard like little…or should I say big…rocks," Karen cackled.

She gave each breast a good squeeze, and each nipple a good firm pinch followed by a painful twist.

"Ohhh, but we were gonna wrestle. Sorry, I let a couple of things distract my attention."

"Ready, set, WRESTLE!" Ginny's voice was loud and clear. Hearing the commotion she’d made a quick entrance. Somehow, she’d even found a whistle which she blew to signal the start of the "official" wrestling match. "Nice knockers Kathie Lee. Show Karen how you can use them to your advantage," Ginny offered her advice.

"Unnnhhhhh. OOoooooh. Unggghmmpppfh!" Ginny's comment had distracted Kathie Lee. The ex- talk show host was rightly proud of her chest but the distraction came at a price because while she was posing for Ginny, Karen socked three solid punches into her stomach, ribs, then her lovely face!

Kathie Lee staggered and Karen slipped around behind her and grabbed her waist. Instinctively, Kathie Lee reached up and back for Karen's hair but Karen reacted mid-grab with a combination Stomach Claw/Breast Claw. Kathie Lee yanked viciously at Karen's hair, then clawed at her wrists, desperate to end the pain shooting through her stomach and throbbing breast.

Suddenly, Karen released the painful holds, wrapped her arms around Kathie Lee's waist and, to her dismay, Kathie Lee found her arms pinned at her sides! She began to cuss like crazy as Karen summoned all her energy, might and muscles to bring her opponent to a gasping submission.

"Awwwwwwwckkk. Arggggggg. Let me go. You're killing me," Kathie Lee shrieked as the gorgeous bodybuilder's arm, shoulder and back muscles flexed and then went into overdrive. Karen grunted as she lifted her topless, helpless buxom rival up off her feet, then squeezed tighter and tighter until Kathie Lee's loud curses and threats turned to soft groans, moans and unintelligible pleas - then finally into mere whimpering gasps.

"Look at poor Kathie Lee. She is soooooo HOT when she's helpless, isn’t she?" Lindsay whispered to Paris.

"She is that!" Ginny said, walking over towards the action.

"Look at her struggle! Damn how those big boobs bounce," Lindsay murmured as she edged closer. “Bet you’re so damn jealous,” she teased Paris.

"Yeah, wow. Mouthwatering." Ginny didn't bother to look up; she knew the sound of Charlize's voice intimately and she knew just what her tone meant for Kathie Lee.

"LATER, blondie!" Karen snapped a warning. "I'M not done with her yet."

"Unnnnnhhhhhh."

"Finally. It’ ‘bout damn time," Karen said impatiently as she felt Kathie Lee finally go limp. She slowly released her lovely prey and let the lovely older woman drop THUMP on the floor. "You just don't look too tuckered out yet. I'm sure you can do more reps, a couple of more stations, don't ya think Miss Kathie Lee?"

Karen could have sworn she heard a "Yes," as she grabbed a limp arm and a handful of hair and dragged Kathie Lee to a weight bench.

"Move your cute little ass sweetie!" Karen growled and she smiled as Hillary Duff scooted off the bench, leapt to her feet and scampered away like a scared rabbit. "Let me help you into position, Kathie Lee. And don't worry, I'll adjust the weight down a bit sweetheart," Karen said in her most sarcastic ‘sweet as honey’ tone. She positioned Kathie Lee’s body on the bench, picked up her arms and raised them halfway. They were still a bit weak yet so Karen kept her promise and set the weight on the barbell to 30 pounds.

Then she walked around, leaned down and with a snicker began to give her ‘friend’ a pep talk, "Twenty more reps…then you can relax, go take a hot - or maybe cold - showEEEEERRRRRRKKK!” RIPPPPPPPP.

A burst of anger energized Kathie Lee and she suddenly snarled as she reached up, grabbed Karen's top and ripped it completely open, exposing Karen’s beautiful chest. “Nice move, KL!” Charlize applauded the appearance of Karen’s pulchritudenous puppies.

Whhhhhhaaaccck! Whaaaaaaccck! Bodybuilders usually recover from unexpected setbacks quickly and Karen certainly had! Two hard backhands were Kathie Lee's reward for her resistance. She screamed at the blows, but still succeeded in digging her well manicured nails deep into Karen's exposed breast flesh. Karen winced, grabbed her wrists, twisted both painfully - and then also twisted a couple of fingers.

"Aieeeeeee," Kathie Lee screeched. Karen leaped ontop of her rival landing on her waist. She drove a fist into Kathie Lee's stomach, leaned forward and slapped her hard several times before dropping down and pressing her upper body down into her rival's.

"Ohhhhhh…wow! Now THAT’S what I call a bench press!" Charlize winced in sympathy as she and everyone else watched Karen press her chest down hard into Kathie Lee who squirmed as the bodybuilder wrapped her arms around the lower part of the bench. Another powerful squeeze, this one incredibly erotic. Soon Kathie Lee was whining, whimpering again.

"Now, are you done objecting? Time for those final reps. Finish your workout," Karen said finally getting up off her gasping opponent.

"OK,” Kathie Lee panted. “I…I will. Just…let me…get started." Amazingly, she seemed docile and cooperative a she reached up and grabbed the barbells. She grunted, she strained; but she couldn't budge them.

(Snickers) (Giggles). Seems the mischievous Ginny had switched the weight to 120 pounds while nobody was looking.

"Too weak. Too tired, huh lady? Well since you've had such a wonderful workout you really need a little reward."

"Whaaa? Ouchhh. Stop that." Kathie Lee tried to see what was happening but couldn't move her head because fingers were yanking her hair to hold her head in place. A giggling Charlize was tying Kathie Lee's wrists together over her head with her own top. Everyone suddenly seemed to admire Charlize’s dedication.

"Now for your reward, Kathie Lee. Ya ready?" Karen smiled mischievously as she began to run her hands over Kathie Lee's full, beautiful breasts. She tweaked her nipples, then pinched them. They instantly hardened and seemed to grow an inch! Charlize dropped down on the opposite side of their busty captive and the now topless blonde pushed Karen's hand away. Karen didn't object.

"Stop it. Let me go. Untie my hands. How dare you. I'm gonna tell the management. You'll all get fired. Stop that." Kathie Lee barked out orders like a drill sergeant and several looked to Ginny - who just rolled her eyes and winked at Karen and Charlize. Management seemed uninterested in customer complaints at the moment.

"Uhhhhhmmmm." Karen and Charlize moaned as each rubbed a hard sensitive nipple over Kathie Lee's erect nubs. Moving as one, they each cupped a breast, squeezed firmly, then licked the trapped nipple.

"Uhhhhhhmmm." This time not from Karen or Charlize…but from Kathie Lee! "#@$#@#$#@# $%$#@#@##!" Strange words from an ex- talk show host, but maybe not surprising considering her angry, red-but-incredibly-lovely face. She was apparently not all that happy with her new workout routine.

"Just how many reps do you think she still has to do?" Chuckles were numerous as Oldtimer and IRISH pondered the thought. Life at the gym was great…and what an incredibly good workout could be had!