Reese looked over Alyssa's body, sweaty under the California sun, "I don't know Lyss...why would I ever want to fight you?"

"Oh I don't know...I was just thinking...maybe the sun’s getting to me," as she looks down Reese's equally stunning body.

Growing uneasy under Alyssa's unrelentingly judgmental gaze, Reese tried to change the subject, "Hey, did you see Cox and Aniston on the beach this morning? Jen was sunbathing topless again!"

"EEWWWWWWW!" Alyssa groaned. "Puhleeze. I know it's a private beach and all, but....didn't she learn anything about those paparazzi the first time? That was such a publicity stunt!"

"At least that skank Cox didn't take her top off," Reese sneered. "I'd hate to see those saggy things in the harsh light of day."

"At a million a show," Alyssa said, doing some quick calculation in her head. "That makes those pathetic tits of Aniston’s worth like $500,000 each. Gee, I bet I could do at least $750,000 worth of damage if I could get her alone for a few minutes." She gave Reese a devilish look and added, "Think you can hold off Court while I take on Jen?"

Reese rolled her eyes, "That skinny little thing? Hold her off? Hell, I'd take her top off and strangle her with it!"

"Sounds good," Alyssa putting down the magazine. "I've always wanted a shot at Jen and her pathetic 'Friends' girlfriends. A million dollars a show! PFFT!"

Reese sat up, her pulse quickening, "Well, the beach IS private..."

"...and I'm sure a couple of hundred dollars or some personal favors would convince the hotel to close it for say...." Alyssa mused.

"...an hour!" Reese concluded emphatically with a slap of her hands on her thighs as she rose.

So after Reese and Alyssa do what they gotta do (convincing the star-struck hotel manageress to close the beach for an hour or two was no problem for two manipulative and resourceful Hollywood stars). Reese and Alyssa headed down to the beach to pay a visit to Jen and Courtney who are still sunbathing on the beach to present their challenge. Dressed in tight, revealing bikinis Reese and Alyssa appear before Jen and Courtney unannounced and definately unexpected.

"Afternoon ladies," Reese says. "Me and my girlfriend Alyssa have a bet. Alyssa thinks our breasts can hold up better than yours in a catfight.

Alyssa adds, “Yeah, Reese doesn't think our tits can hold up against yours for very long but I do. Would you two like to help settle our bet?

Courtney Cox, a perplexed look on her face, looks over to Jen, then back at Reese, "You mean, right here? On the beach? Fight it out on the beach?"

Reese looks at Alyssa pouting as she whines, "Damn...you were right Lyss, Courtney IS the smart one."

She reaches down the side of her string bikini, pulls out a hundred dollar bill and hands it to Alyssa, who tucks it in her top smirking.

Jen shakes her head, "We ...um...can't...not here. Somebody might see us," as she self consciously glanced down at her bare breasts, sweat clinging to the soft tissue and her breathing quickens noticeably.

"Yeah...I can tell you're REAL shy about anyone seeing those milk bags..." Alyssa says, her voice dripping with venom.

But any further verbal incitement is cut off when Reese's cooler head prevails as she interrupts her brunette girlfriend before she can start anything and purrs, "Soooooo... what you're saying is...you're game for a little tussle, just not in public. Right?"

Courtney, her arm raised, finger pointed at Alyssa the Instigator, spits, "We'd tear those little fake titties right off your chest, but there'd be a hundred reporters here in a heartbeat."

Reese tries not to giggle as she asks, "So...if Alyssa here could convince the hotel to close the beach for a while...say and hour or two...you'd be game to having us squeeze your melons till you're blue in the face?"

The end of her sentence is accompanied by a loud SLAM of the double doors leading from the hotel to the beach area closing.

"Seems all Reese had to do was slip the manager her tongue and a few hundred..." Alyssa said. Then taking the bill out her bikini bra she added, "... and all I had to do was show her these," Alyssa untied her bra and let it flutter to the sand. Her large nipples swelling a little as the cool breeze off the ocean hit her overheated flesh. Her tan breasts are each capped with a snow white triangle of untanned flesh, centered by her prize nipples.

"Seems the beach is closed for business," Reese smiled. "Giardia outbreak. Or Salmonella or Chryptospiridium or legionella..." Waving her hand in dismissal, she adds, "...or something. The manager's pretty creative...she assured us she'll figure something out."

The two 'Friends' friends stare at each other in quiet amazement, wondering what their big mouths have gotten them into as Alyssa says seriously, "Ding ding! Round one girls!"

Reese and Jen square off after Reese and Alyssa exchange a look, agreeing without a word who would go first. Alyssa graciously steps back to give Reese room to step forward and point at Jen, smirking at the look of uncertainty on the 'Friends' star's face as Reese takes off her top and tosses it aside. Jen and Reese had worked together on the show but she hadn't expected to be 'working' Reese under these circumstances!

Then Jen's face hardens as she realizes her rep is at stake. She can't back down from a woman who was a guest star on HER show. They circle each other for a few seconds as Alyssa and Courtney look on anxiously, then as if at an unspoken signal they rush each other, coming together with a SLAP of flesh on flesh. The curvaceous blonde ducks low, sliding upward along Jen's slender body as she wraps Jen up in a rib-grinding bearhug, the points of her breasts rubbing against the undersides of her taller opponent's and then pressing together nipple-to-nipple as Reese tightens the anaconda grasp of her bearhug, forcing a huff of air from Jen's lungs....

"Uuhhhnnn!" Jen squeals as she feels Reese's arms tighten around her midsection and the blondes spear-tip nipples stab her lower breasts.

"Come on Jen, don't let that little wench...SLAP!" Courtney Cox takes a stutter-step forward, feeling the heat from Alyssa's open hand spank on her ass cheek. Looking over her shoulder in shock, Courtney is speechless.

"Zip it bitch," Alyssa growled. "...or I may not wait to throw you down too!"

Turning their attention back to the struggle, Alyssa smiles as she sees a grimace on Jen's face as the two grapplers finally go nipple to nipple. Judging purely by the smile on Reese's face and the guttural groans from Jen, Alyssa is confident her partner's breasts are gaining the upper hand, so to speak.

Jen is far from done though, and she takes her free hands and returns the favor on Reese, wrapping her arms around Reese's upper back in a high bear hug as she rides her own powerful assets into the shorter girl's. After a few seconds though, it's obvious Jen can't gain a purchase on Reese. The blonde's lower center of gravity prevents her from being squeezed effectively. Jen throws her head back as her nipples are again plowed under by the power of Reese's seemingly invulnerable tits. In desperation, Jen rakes her nails over Reese's high back, napalming the blonde's bare shoulders. Reese's arms fly apart as her back is laid open by Jen's talons. The two stars separate, but only a step or two. Then Jen surprises Reese by boldly stepping up and filling her lungs with air, daring Reese to attack her reddening, swollen and already sore tits.

"You'll have to do better than that little girl," pants Jen bravely.

Jen reaches out, gently cupping Reese's womanly assets from below. Still in pained shock, Reese takes a step back but Jen doesn't immediately attack. Instead, she delicately thumbs Reese's nipples, smiling as the sensitive teats swell and rise. Thrusting out her chest, Jen challenges Reese to grab her assets.

"Come on, blondie...you said your tits were better...lets go. First one to.... UUHHHHHH!"

Jen gasps when Reese grabs her tanned tits and starts to squeeze hard. Jen, a veteran breast mauler, centers her twin grips on Reese's now towering nipples, rolling the firm flesh between her fingers. Reese lets out a high pitched grunt and her body stiffens as her assets are milked in Jen's expert grip. Reese's fingers on the other hand, slip and slide on Jen's chest, unable to firmly grasp Jen's twin targets. Jen doesn't let up for a second, even as Reese's fingers slip and slide around on her own hardening nipples. Twisting and mauling Reese's rosy ovals, Jen smiles as Reese's eyes squeeze shut. She has the blonde at her mercy!

As Jen's nipples slip from Reese's grip again, Reese wonders why she can't keep her normally expert nipple mauling hold on the Friends blonde. As Reese slowly collapses forward under Jen's skillful manipulation, her head comes to rest in Jen's tanned cleavage. The smell of coconut oil reminds Reese Jen had been sunbathing topless. The suntan lotion coating Jen's supple breasts protects them from more than the suns harmful rays; the oily substance also protects her from Reese's deadly grip. A low guttural moan escapes the shorter blonde as Reese discovers her inability to get a firm enough purchase on Jen's breasts, at least not with her hands. Steeling herself, she clenches her teeth against the mauling of her own sore tits as Jen presses her advantage. Through the haze of the talons assaulting her tender skin, Reese feels Jen's fingers slipping over the underside of her breasts from the coconut oil she used to rub herself down and block out the sun's rays. This gives Reese an idea to find a better position to strike back. She begins to squirm left and right, moving in time with Jen's attempts to secure her double holds as Alyssa and Courtney shout encouragement to the combatants:

"You got her, Jen! Show the little bitch who's the boss!"

"Get her, Reese! Don't let that stuck up twat push you around!"

As her movements changed from sliding side-to-side to whipping her body back and forth, Reese was finally able to gain enough inertia to wrench free of the probing hands tormenting her pendulous breasts. After pulling back momentarily to take a breath, Reese rushed forward, and wrapped another bearhug on Jen's body. She leans into it, pressing herself against Jen's oiled bust, her lips brushing the slippery skin to find the engorged nipple. Reese delighted in the sudden cry that escaped Jen as she sank her teeth into it. Flexing her arms to tighten the bearhug, Reese cut off Jen's wail of pain in mid-cry. Reese held the squirming Jen her in the submission hold, chewing her nipple hard enough to send waves of shock through the taller woman's body without drawing blood. After what seemed to Jen far too long, it was over!

Reese's arms uncoiled from around Jen's waist and her teeth slipped from the swollen, agonized teat. Shaking the cobwebs from her head, Jen realized she was on her knees, unable to remember how she got there. She's snapped from the fog of pain by a sharp slapping sound. Looking up, she sees Reese standing to one side as Alyssa Milano walks toward her cupping her own breasts in her hands.

"Let's see how those milk bags stand up to these now," Alyssa chuckled. "Come on sweetie...just you and me...a little titty tussle to see if those udders of yours are really worth a million an episode."

Alyssa continued approaching Jen, taunting her as Jen cradled her demolished tits. Jen, backing away, seeking respite from the brutalizing her breasts had taken. But Alyssa pursued her relentlessly, expertly cutting off her attempts to get to Courtney and hide behind her costar. Even though Jen had fought well against Reese, she wasn't up for a second mauling by a fresh girl but Alyssa headed her off at each try to get to Courtney despite her faking and feinting. Alyssa knew exactly what she was doing.

Walking back to Courtney, her body sweaty but her aching tits still standing proud, Reese hissed, "You may as well drop that miserable top and show me what you got, Court, 'cause you're next, bitch!" Unsure how to answer, Courtney hitched up her bra, keeping it firmly in place. Reese, her back to Jen and Alyssa, asks again, "Are you gonna take that top off, or do I have to take it off and shove it down your throat?"

Courtney looks the blonde's near naked body up and down, seeing it gleaming with a thin sheen of oil, then spits back, "You're gonna have to take it bitch...if you think you can."

"Pfffft!" Reese mocks. "...a few minutes with me..." then she pauses and cups her oily, creamy white breasts delicately, "...and these... and you'll be begging me to stop." But Reese turns her head to watch Alyssa, itching to get a chance at Cox but deferring it till later.

"You come here to fight of dance, Jen?" Alyssa purrs as she swiftly cuts off Jen's route for the last time. "Just you and me, Jenny...just you and me... Who's better, Jenny? You? Or me?"

Then raising both hands head high, she spreads her fingers and wiggles them, smiling and trying to look harmless as the spider to the fly. Alyssa's bare, untouched breasts roll gently from side to side on her excitedly heaving chest; her large strawberry nipples dancing in the pools of soft white titty. Jen steps up cautiously, eyeing Alyssa's hands, then slowly entwines her fingers in one hand, then the other. Once both hands are locked, caution flies to the wind as both brunettes slam their tits into the others with the impact of a head-on collision. Four breasts mushroom outward, as both grit their teeth in agony as their tits are treated like crash test dummies.

The pain from Alyssa's hard nipples brutalizing her own already aching assets is so bad that Jen finds herself unable to even draw a breath. Surprised by the ferocity of Jen's attack, Alyssa is forced to step back, gasping in pain. But she quickly recovers, twisting Jen's wrists down as she drives her chest forward. Alyssa's firm young breasts bulldoze Jen's throbbing tits and this time it's Jen forced into retreat under Alyssa's boob bashing onslaught. Both girls let out squealing grunts as the battle for sack supremacy appears headed for stalemate.

Looking back to the perky curve of Courtney's pink bikini top, Reese comments, "Sounds like fun, huh?"

Courtney's mind fills with horrible images of Reese slamming herself into Jen as her ears are filled with the squeals and grunts emanating from the two girls off to the side who are each trying to out breast-batter the other. Courtney takes a step toward them looking to help her costar Jen, but her route is quickly blocked by Reese.

"Don't even think about it," the petite blonde warns. "You'll get your turn as soon as she goes down."

Despite her apparent confidence, vestiges of doubt began to haunt Reese's mind as she watched Alyssa and Jen repeatedly batter their vulnerable breasts at each other with neither seemingly within reach of dominance. Reese had never fought alongside Alyssa and had no idea how tough she could be when the chips were down and the nipples up.

"Come on Lyss," Reese pleaded. "Make the bitch squeal like a piggie!"

"Ahhh...Gawwwwd...give it up...you fat titted ...UNNH...bitch!" Alyssa grunted between gritted teeth. "You're done!"

Ignoring the searing pain shooting up from her boobs and the whiny little brunette crying in her ear, Jen's only reply was to slightly reposition her engorged nipples as she thrust forward, earning herself the sweet sound of another squelched whimper from the Charmed star. Finally, Alyssa made one last charge and began to force Jen back, breaking the test of strength and their stalemate. The two young women separated like two gleaming gladiatrixes, weary from a long battle without a clear victor. Alyssa shook her head, flipping away sweaty strands of hair from in front of her eyes, settling her previously untouched but now ravaged titties swaying. Jen cupped her own tender assets gingerly, trying to restore the circulation to her mauled teats without touching the sensitive, swollen nipples.

"What's the matter, Alyssa?" Jen sneered derisively. "Those store-bought tits aren't as tough as you thought?"

Raising her hands again, Alyssa's response was, "Again!"

Jen looked up at Alyssa's hands, gauging her own willingness to engage in yet another frontal assault. While she was looking, contemplating Alyssa's offer, the sneaky little Alyssa suddenly snapped her leg up and buried her foot between Jen's legs. As Jen fell back on her butt, Alyssa ground her bare foot against the warm, damp, camel toe she feels there, relishing the damage she's doing to Jen's womanhood.

"OFFFFFFhhhhh!" Jen grunts as she slams her thighs together - a day late and dollar short!

"You dirty whore!" Cox screams, taking an unthinking step toward her struggling partner but she again finds Reese's gleaming body between her and the fight.

"Not another step, Courtney," Reese warns with a deeply threatening monotone. "Or you'll wish you hadn't!"

"That filthy bitch crotch-kicked her!" protested Courtney as she tried to side-step to get a better look at Jen around Reese's dewy body.

Courtney watched with pursed lips as Alyssa circled behind Jen, patiently waiting for her to rise from the sand. Tired of waiting, Alyssa accelerated the process when she grabbed Jen's bikini bottom at the back and pulled up, wedging her thong even deeper into the crack of Jen's peach of an ass. When Jen does finally rise, she's hurting bad. Her hands are cupping her crushed cunt and her shoulders are hunched forward to allow her throbbing tits to hang free from her chest, easing the pressure on the tender orbs.Alyssa slammed into Jen from the back, reached under her arms and clamped her arms around Jen's chest; making sure she trapped both of Jen's aching assets in her snare as she tightened her arms applying a reverse bear hug on the fading 'Friend'.

"Unnnnnkkkk..." Jen grunted as Alyssa's arms crushed both her tits and her lungs.

A long strand of drool spilled from Jen's lips as she was squeezed so hard her eyes clamped shut. The spittle ran down her chin and dribbled onto her heaving chest, coating Alyssa's hands as she tightened her steel bear trap. Alyssa smiled, feeling her own sore tits flattening on Jen's hot, sweaty back.

But Alyssa was already silently wondering, "What's it gonna take to make her say uncle?"

Alyssa tightened the reverse bearhug around Jen's sore tits, relishing the feel of Jen withering in her crushing grasp and the sound of Reese cheering her on as the crush continues. Jen is barely able to hold herself up on her shaky legs as the breath is squeezed out of her; her breasts are flattened on her chest; Alyssa's arms increasing the pain in her chest as the bearhug constricts tighter and tighter. Steeling herself against the pain of her own tits being mashed between their bodies, Alyssa squeezes harder, sensing she has the Friends actress right where she wants her!

Meanwhile, unable to watch her friend being crushed out by Alyssa and seeing her breasts flattening under her assailants arms, Courtney grew hard-faced. She walked up from behind Reese who was mesmerized by watching the fight between Alyssa and Jen with her back to the approaching brunette. When Courtney was in striking range, she extended her hands and gave Reese's shoulders a shove. Annoyed, Reese turned around...just as Courtney kicked her flush in the crotch as Alyssa had done to Jen!

"How do YOU like it, bitch!" Courtney screamed. Reese's face contorted as she doubled over at the waist, sucking in air as waves of pain traveled up her spine and exploded in her head. "That's how Jen felt when that dirty fighting whore kicked HER!"

Courtney advanced on the short blonde, her stature reduced even more as she squatted with her knees turned out and her hands holding her pounded pussy. Pulling Reese up by the hair, Courtney snaked her arms around Reese's nude torso and locked her wrists at the center of her lower back, then pulled her in tight to her. Using her crushing bearhug for leverage, Courtney pressed her clad tits deep into Reese's bare chest, opting to take advantage of the preparatory work Jen had done during her tussle with Reese. Courtney ground her nipples into the pained flesh Jen had clawed, smiling at the groans from Reese's lips as she squirmed against the tight hold.

Reese wrapped her arms around Courtney's arms and waist in retaliation, her hands just barely able to clutch together at the small of Courtney's narrow back. She started pulling harshly inward, but the move seemed to add pressure to the taller brunette's hold as her breasts flattened Reese's sore orbs. The bulging titflesh between their chests made both groan as the double bearhug persisted; the shorter blonde seemingly getting the worst of it. Still, Reese refused to allow it to wear down her resolve as she again retracted her arms, inhaling as she pushed her hard nipples into Courtney's titflesh even as another moan was forced out of her by Courtney's tightening grip. Eventually, the better grip prevails as Reese's body begins to slump in Courtney's grasp, her thighs brushing against Courtney's thighs as her legs bend at the knee, her head lolling forward to rest on Courtney's shoulder as her arms begin to lose their grip behind her back.

Smiling at having out-crushed and out-breast mauled the great Reese Witherspoon, Courtney released her bearhug, whipping her body around to extract herself from Reese's arms, then kneeing the blonde in the stomach as she slumped forward; knocking her backward to the sand where the blonde lay glaring angrily at the taller brunette as she pants and holds her belly. Courtney, ignoring Reese, turned to Alyssa who had succeeded in withering Jen to the same point Courtney had done with Reese. Alyssa was just at that moment allowing Jen's limp body to slide down her belly to drop in the sand at her feet. Alyssa turned to the slender brunette as Courtney approached her, extended her arms with her hands twisted into gnarled claws.

"Just you and me now, bitch," Alyssa spat smugly.

Looking back behind the enraged brunette, Alyssa saw Reese lying on the sand, coughing lightly, clutching her lower abdomen and breasts. She looked defeated, her head lolling and downcast. Glancing behind her, Alyssa took a glimpse at Jen who was face down on the sand, her back rising and falling slightly with each breath but clearly out of action for a while.

Needing a little respite herself, Alyssa taunted the taller brunette, "Gonna take your top off?"

Cupping her own sore tits, she runs her thumbs over her solid nipples, stimulating the soft circles of flesh back to the rigid towers of pink flesh they were only minutes before. "Come on, strip off that little bikini an' lets have some fun."

Reaching up, Courtney brushes aside the small triangles of cloth covering her perfect breasts. The creamy white triangles of her more modest tits are dappled with freckles and crowned with a small, dark circles. Reaching over each breast, she gently rubs her palms over each, her eyes fluttering as she lets out a light groan. Although small compared to Alyssa's, Courtney's dime sized nipples reposed to her touch, stiffening and rising to the occasion.

"How's that sweetheart...you think you want some now?"

Alyssa dances a little to the left, stalling for time as she taunts the irate brunette. "Those little things? Are you sure you want to go against these?"

"Quit stalling you little cunt...let's go...you and me. Tits out. Right now!" spit Courtney.

Looking behind Courtney again, Alyssa sees Reese starting to stir as she revives.

"OK," Alyssa says, stopping and puffing out her chest, "Right here."

Courtney closes quickly, anxious to put a little more hurt on Alyssa's sore hooters. Once within a few feet, she charges Alyssa and the two girls chests crash together like runaway trains.

"Bitch! I'm gonna wring your tits like the laundry..."

The slap of skin striking skin sounds like a thunderclap to the onlookers as Alyssa and Courtney resume their fight. Alyssa winces as she applies a spine-snapping bearhug, her sore breasts ballooning and engulfing Courtney's smaller orbs. Her grimace turned to a grim smile as she noticed the thinner brunette's tits had been practically swallowed up by her larger mammaries. Alyssa steeled herself against the pain of what was to come as she begins to bump and roll her chest over Courtney's, grinding her tits under and flattening them against her slim chest. In protest, Courtney wraps her arms around Alyssa and pulls in, half-pinning Alyssa's arms to her sides as she desperately tries to mount some kind of counterassault.

"Get her, Lyss!" Reese calls from her position on her knees at the sidelines. "Flatten those speed bumps!"

"You weren't so confident when my tits outdid yours," Jen sneered from the other side of the combatants.

"Ain't over yet, bitch!" Reese snapped. "I've a feeling Lyss is gonna win our little wager."

Encouraged, Alyssa squeezes her bearhug tighter, pressing her chest hard into Courtney's; flattening her small breasts under a determined assault. Alyssa winces again as their tits mash together in a circular grinding of flesh on flesh. The residual pain from Alyssa's last battle with Jen starting to taking its toll on her stamina, but Alyssa has the size advantage and feels confident her attack is leaving its mark judging by the pained expression on Courtney's face. Suddenly, without warning, Courtney shoved her leg forward, tripping the heavier woman and sending her crashing to the sand on her back. Courtney is pulled down on top of Alyssa with their bodies still entangled in their mutual bearhugs.

"Get out from under her!" Reese cries out as the battle in the sand continues with Courtney struggling to grapevine Alyssa's legs. "Flip her," Reese cries. "Get over on top of her!"

"Don't waste your breath, blondie," Jen snarled as she started to close the distance between them.

But Alyssa already has the same idea in mind and uses inertia of their struggling to roll Courtney and pin her beneath her. Not wanting to lose her advantage, Courtney flips them again, wriggling back on top as she fights back against the larger tits engulfing hers; hard nipples poking savagely into soft flesh as the breast battle increases in intensity. Their arms flex and tighten, wrapping around each other's torsos as each arches her back, bridging her body as they strain to win their titfight. Pinned under the wiry brunette, Alyssa groaned in pain as Courtney's small, hard nipples plow back up under her tits. Looking down, she felt Courtney trying to grapevine her so there will be no more escapes.

Seeing Jen approaching, Reese bit her lip nervously as she clenched her fists. Just as Jen reached her, Reese lowered her head and drove into the pit of Jen’s belly. A loud whoosh of air accompanied the SPLAT of flesh on flesh. Jen staggered back clutching her belly, her body wide open to attack. Reese set herself then swung her short, powerful leg upward, her instep striking it’s target with deadly accuracy. CRACK! Jen’s knees buckled and she dropped to her knees, her mouth gaping but no scream coming forth. Reese grabbed a handful of hair, pulled Jen’s head up and WHACK, hit her on the side of the jaw. Jen sprawled in the sand out cold.

“No!” Reese snorted. “Don’t YOU waste YOUR breath. Now you just lay there and behave while Lyss finishes with your friend.”

Releasing her bearhug, Alyssa wrenched her arms out from under the slim brunette's bearhug and pushes up under Courtney's shoulders with both hands. Courtney's arms tighten in protest as her back is bent back from Alyssa's pressure. When Alyssa felt she'd pushed Courtney far enough, she curled one hand in a claw and raked her nails down Courtney's chest, scoring her tits from upper left side to right. Reveling in the mewling sound escaping from Courtney's throat, Alyssa rolls her over again, wrapping Courtney into a headlock as she flips her slender body to the side at a sharp angle; forcing her to release her anaconda bearhug grasp. Once Alyssa is successful, she whips her body around facing Courtney's right side, then slithers her sweaty legs up over her heaving chest and behind her back, locking her ankles and scissoring Courtney's slender torso between her inner thighs, flattening Courtney's tits on her chest with no additional harm or risk to Alyssa's own aching breasts.

"You got her now!" Reese exclaims as she claps joyously when a long groan escapes Courtney's trembling lips. "Crush those little knockers!"

"Don't... count... on it yet...," Courtney groans as her chest is crushed in Alyssa's strong legs. "I... don't... feel... a thing..."

"Oh, no?" Alyssa mocks her. "Well, how about THIS?"

Alyssa snaps her legs violently, crushing Courtney's breasts hard into her breastbone and eliciting another agonized groan of pain.

"GIVE UP BITCH!" Alyssa grunts as she flattens the brunette's boobs once again, "GIVE!"

Courtney paws uselessly at Alyssa's legs, occasionally reaching up to scratch at Alyssa's taut stomach before her hand is swatted away impudently. Although Alyssa was pleased at the sensation of feeling Courtney's small breasts mashed into her thigh, she squeezed harder than she had previously thought possible.... and still no surrender from the older woman.

"SQUEEEEEZE her Lyss...finish her," pleaded Reese, hoping to end a battle she had foolishly thought would be a cakewalk.

Courtney let out what sounded like a final groan, all the wind seemingly leaving her in one pained huff as Alyssa continued to pour it on, leaning back and scrunching her eyes closes as her quivering, sweat-soaked thighs compressed Courtney's chest and breasts. Courtney's head lolled to the side as darkness began to crowd in at the edges of her tunnel vision. She looked over and saw only the impossibly cherry pink of wet bikini briefs barely centimeters away as Alyssa scissored her toward submission. Alyssa leaned back, tightening her thighs for what seemed like the millionth time, her tight briefs creeping ever so slightly higher, showing the outline of her swollen womanhood where the skin-tight material clung to the damp folds of her labia. With her remaining reserves of energy, Courtney lifted her hand, extending her thumb....and rammed it into Alyssa's scorching hot camel toe.

"GIV....UUUUHhhhhnnnnkkk," Alyssa screamed as her beaver was assaulted by Courtney's thumb.

Alyssa's legs popped open and Courtney took her first breath of fresh air in nearly two minutes. She takes the time to stick it to Alyssa again, ramming her thumb back into Alyssa's pussy again.

"Dirty whore," screams Reese, barely able to resists the temptation to jump on Courtney.

Seeing Courtney's sweaty chest barely moving as she covers her bruised breasts and winces with each movement, Reese stays her impulse to stomp the older woman, but she does take a step closer, shouting encouragement to Alyssa.

"Alyssa? Are you alright? Reach up and tag me in....I'll finish her..."

"NO!!" croaks Milano. "If she wants to play dirty....then she'll get dirty, by God."

Scooping up a handful of the coarse white beach sand in one hand, she used the other to pry Courtney's hands from her devastated bosom. Dusting Courtney's ravaged breasts with the sand, Alyssa lets out a evil cackling laugh.

"Get it....dirty? Now she's dirty!"

Then Alyssa clamped her dripping thigh back down over Courtney's chest, resuming her breast scissors on the now-sandy bosom. Even Reese was a bit shocked by Alyssa's vengeful tone and the wicked scowl on the brunette's normally smiling face. Then she realized the purpose of Alyssa's attack; the sand, clinging to Courtney's sweaty breasts, acted as an abrasive on the already tender, freckled tits. As Alyssa scrubbed her thighs on Courtney's tender breasts, the sand scraped and rasped the skin like gritty sandpaper.

Tears streamed from Courtney's eyes as a gasp escaped her lips as Alyssa ground her legs on her breasts asking, "Now? How 'bout now?"

"UUUUNNNNNGGGGGHHH FFFFFFUUUUUCCCCK... UNNGGGGHH... NNNNOOOOOOOO!!"

Tears flowed copiously down Courtney's cheeks as her breasts were flattened between the powerful thighs of her tormentor. The scissors not only caused searing pain to her tortured breasts but the crushing pressure on her chest robbed her of the air she needed to scream out her defiance. She was only able to get out words with a maximum effort as, sensing victory, Alyssa pressed on; stretching her legs out, squeezing tighter. Alyssa peppered her assault with a verbal battering as well, taunting Courtney who was barely able to respond with fading but steady energy as she continued to gouge at Alyssa's sensitive womanhood with one hand as she fought valiantly trying to turn things around.

"Ready to give it, bitch," Alyssa snarled. "Or do I have to push your puny tits clear through your chest?"

"UUUUNNNNNGHHHHHHH!" Courtney screamed. "UUUUUUUNNNNNHHHHHH... cccccuuuuuunt... g - get... off me!"

Alyssa gasped and stifled a scream as Courtney's thumb stabbed into her pussy! In a feral response, she tightened her scissors, squeezing the wheezing brunette's slender chest, flattening her tits as Reese cheered from her knees on the sideline.

"GIVE IT UP, whore," Alyssa grunted, her thick thighs flexing, compressing Courtney's torso into a smaller and smaller space. "Give or I'll CRUSH your chest flat as your tits! You'll feel pain like you've never felt!"

"NNNNOOOOOO... UUUUNNNNNGGGGHHHHH!" Courtney whimpered, remaining defiant to the end despite the overwhelming pressure on her chest.

As Courtney's head slumped back on the sand, her thumb still poked, jabbed, gouged and ripped into Alyssa's sensitive cunt.

"If you want a test of endurance, eh skank," Alyssa sneered through clenched teeth, steeling herself against the pain from Courtney's thumb. "Unnnnnhh! OK, you've got one!"

"You got her, Lyss!" Reese called out almost joyously. "Squeeze her! Don't let her go! You've got her!!"

As the pressure from Courtney's crotch mauling eased, Alyssa reached down and pulled Courtney's offending digit away from her pussy. Courtney tried her best to fight it, but her tears of rage melted into tears of agony.

"Bitch!" Courtney spat. "Let me out!"

"Uh-uh. Say you give first!" Alyssa screamed, giving another jerk as she adding a little pressure to her already flaming thighs. "Say I am the better woman. Admit it to me - then say it to Reese."

"Fuck...yuuuuuu....ahhhhhhh!" Courtney panted, her answer cut short by Alyssa's scissoring of her decimated breasts.

"I don't think that's what I wanted to hear," Alyssa snarled as she looked up to her blonde cohort, admiring the firm curve of Reese's excitedly heaving bare breasts. "Reese? Would you like to add a little positive reinforcement to our message?"

Feigning innocence, Reese glances at Jen who is still lying in a heap, then answers in her best honey-dripping Southern accent, "How so evah would I do that?" Then seeing Alyssa's lusting, leering stare at her breasts, Reese cups the warm, sweaty mounds of soft flesh and coos, "With these? You want me to use these...on her?" Then places the back of her hand on her forehead in mock Southern distress, "What so evah gave you such a dastardly idea?"

Courtney struggled fitfully against the power of Alyssa's legs, knowing she has no chance against both big-titted cows now that they have her down. Scratching frantically at Alyssa's thighs, Courtney bucks but the younger girl's legs are just too powerful and she's been too badly weakened by a long, grueling scissoring.

"Worthluuuuuuuusssss.....Whore!" Courtney cries when she can get a breath between pulses of Alyssa's powerful legs.

Giggling at Reese's newly-acquired Southern Belle accent, Alyssa motions her over, with a curt, "Come 'ere an' shut her up!"

Reese takes a knee next to Courtney and sheds her accent as she runs her hand slowly over Alyssa's quivering thigh, "Move down a bit." Alyssa complies so Reese can climb aboard straddling Courtney's heaving chest.

"Nooooaaaahhhhhhh...." Courtney groans, weakly pawing and groping Reese's left breast.

Reese casually flicks her hand away, breaking her fading grasp easily, then asks, "Any last words?"

"Motherfuuuuuuuuhhhhhhhh..." grunts Courtney, her insult fading under another withering squeeze of Alyssa's still stinging thigh.

"Guess not!" Reese giggled. Then her tone changed to a gentle, cooing one as she looks down and tells Courtney, "Nighttime for Naughty Court!" as she leans forward and dangles her dewy breasts over Courtney's face, dripping perspiration from her erect nipples into Courtney's eyes just before she lowers them over her flushed face. Just as her sweaty breasts mold themselves to Courtney's face, Reese tells Alyssa, "Now, squeeze!"

And Alyssa complied, compressing her thighs on Courtney's lower midsection. Feeling a puff of warm air forced from Courtney's lungs against her sensitive breast flesh, Reese completed the maneuver and with it, she hoped, Courtney's chances as she wrapped her arms around Courtney's head and her full, firm breasts enveloped the fading brunette's face like a warm, moist blanket. Courtney struggled, but her nascent escape attempt was cut short when Alyssa again squeezed her mercilessly. Reese grabbed one loose arm while Alyssa grabbed the other; the two young celebrities working together like a well oiled machine even though they'd never dreamed of doing anything like this two hours ago.

"Gooooodddd...," Reese cooed at the pleasant suction of Courtney's mouth on her breast, "Gooooood."

Then Reese released Courtney's hand, letting the arm drop limp on the sand. She brushed a hand through Courtney's hair, pushing the disheveled dark mass back, fanning it on the warm sand as she looked back over at Alyssa.

"Let her go...she's mine now," Reese smiled.

Alyssa gratefully unwound her trembling thighs from Courtney's waist, pulling her legs back and stretching out on the warm sand. She painfully adjusts her briefs, massaging the pain caused by Courtney's thrusting jabs into her womanhood. When she was finished, Reese too rose, leaving Courtney Cox unconscious body splayed on her back, arms flung out, limp legs spread.

As Reese got to her feet, she saw Alyssa rummaging in Jen's beach bag, then triumphantly coming out with a tube of sunscreen. Smiling mischievously, Alyssa read, "SPF45."

Reese gave her a quizzical look as Alyssa rolled Jen over onto her stomach, then using the sunscreen Alyssa wrote "COW" down Jen's back in large letters. She tossed the to Reese, then grabbed Courtney's arms and turned her over on her belly.

"Bitch?" asked Reese with a raised eyebrow. "Or has that been done so much it's a cliché?"

"A bit prosaic, don't you think?" answered Alyssa.

Taking the tube, Reese wrote, "SWORD SWALLOWER" down the entire length of Courtney's bare back in large cursive script. Finishing with a flourish, Reese underlined it and smiled, adding, "I shoulda been an artist."

Scooping up her top from the sand, Alyssa grabbed the hundred-dollar bill, glad it hasn't blown away in the slight ocean breeze.

"I think we might need to go see the manager again," Alyssa said, shading her eyes as she checked the position of the midday sun. "I think the beach needs to be shut down for another...hmmmm...what, hour and an half?"

Smiling brightly, Reese retrieved her top, along with Jennifer’s and Courtney’s. "Better make it two...there may be a cloud."

Riffling the Benjamin between her fingers, Alyssa added with mock seriousness, "OK, but this time you show her YOUR bobs while I slip her the money. I think she liked you better anyway."

Looking at Alyssa's scarred, bruised and streaked breasts and her swollen nips as Alyssa uncomfortably retied her bikini top, Reese sighed, "That’s fair, I guess. Besides, we may be doing a lot of business with this hotel."

As they headed up the stairs to the hotel, Alyssa nodded, "I hear they have a full gym with a ring…"

"...and a sauna," adds Reese.

"...Bedrooms, lots of deserted bedrooms.."

"...and there’s the pool of course..."

“….plus a mud bath, ummmmm, yummy!”

Their voices fade into girlish giggles as the two sore, but victorious, ladies leave behind their topless foes bottoms-up on the beach!