All these young women and 2 things in common. One is they were all young and did not command the same attention as more established actresses like Winona Ryder or Julia Roberts; and two, all were not necessarily short women but definitely not statuesque. Some had hoped to be models but were told they were too short. They knew also that some actresses were models before they became actresses- like Cameron Diaz. They resented that these women didn't have to work as hard as they did to find success. Others lost juicy roles because they were told they were too short for their leading men. All were jealous of the Winona Ryder types (for their fame) and the Uma Thurman types (because of their height). So even though they weren't always the best of friends they united together when one of their own went against an established star or model type actress. They were thrilled when Lacey humiliated Winona.

After a few hours the party ended and Lacey was alone in her room except for Christina Ricci who had stayed. They had plans to go out for dinner. Lacey had showered and her and Christina were ready to leave. Lacey was wearing a short dress with sheer black pantyhose Christina had on a dress but just had on thong panties and no bra. When they opened the door to leave Gwyneth Paltrow was standing there. She didn't say anything as she entered the room. Gwyneth had watched the match with Lacey and her friend Winona. She wanted to help but was afraid of Heather Graham. Her golden hair flowed down the side of her face. She was wearing a raisin colored side-tied dress with a high side slit that showed off her long legs.

"Hey Ricci would you mind leaving? I need to have a talk with Miss Chabert."

Christina didn't like the tone of Gwyneth's voice. She knew Gwyneth and Winona were good friends and was afraid she might do something to Lacey. Now Gwyneth was by no means a huge woman but she was 5'10" tall and since Lacey was exhausted from her earlier match she thought she could easily take advantage of Lacey.

"I'm fine where I am geek" Christina said standing her ground.

"I don't think so pee-wee!"

With that Gwyneth grabbed Christina's arm, whipped her towards her and then past and gave her a kick in the behind sending her crashing into the wall in the hallway. She then slammed the door and stared with hatred at Lacey.

"You know Winona had to go to the hospital? She has a concussion"

Lacey was worried for her safety.

"I didn't hurt her. That was Heather's doing"

"Maybe so, but you sure did take advantage of her when she was down now didn't you?" Gwyneth said as she moved menacing closer to Lacey.

"Please Gwen don't hurt me, I'm sorry" Lacey began to plead.

Then suddenly Lacey had a change of attitude.

"Well I beat Winona and I'll beat you if you don't leave. If you leave now I will forget you ever came in here and won't hurt you."

"You and what army?" Gwyneth said showing no fear with the teenager.

Gwyneth hadn't noticed the door open behind her. Standing behind her Christina Ricci, Kirsten Dunst and Alyssa Milano.

All three chimed in, "That would be us Gwennie"

Some of the other girls had left and Kirsten and Alyssa were almost out the arena door when Christina came running for help. Like the other girls Kirsten and Alyssa were in dresses with heels. Alyssa was also wearing black hose.

Before Gwen could react the three girls dove for her causing the blonde to trip over Lacey whom had gotten on all fours behind her. Christina and Kirsten each tried to grab a leg but Gwen was able to kick Kirsten away and nailed Christina right under the nose with her long foot. Alyssa though dropped her knees to Gwen's midsection. When Gwyneth's upper body rose from the impact Lacey drove her knees to her chest.

Christina and Kirsten then sat on her legs and lower abdomen while Lacey took hold of Gwen's flailing arms. Alyssa scooted up on Gwen's chest and leaned back before wrapping her strong legs around Gwen's head and began to squeeze. Gwen managed to get an arm loose and began scratching at Alyssa's leg causing a run to appear in her hose.

"Ouch, you'll pay for that Gweny. Get that arm Lacey."

The other girls were having trouble controlling Gwen's legs so each got up and began twisting and stomping them. After a few elbows to the knees Christina went for a figure four-leg lock. Gwyneth could only make gurgling noises as Alyssa was choking her out with her legs. Kirsten decided to help out Ricci and jumped off a high stool and on to Gwyneth's immobile legs causing a shriek of pain to escape from the tall actress. Alyssa now had control of Gwen's arms while maintaining the scissors (Gwen's face now up against Alyssa's nylon covered mound) This allowed Lacey to join Christina and Kristen. As soon as Kirsten got out of the way Lacey jumped down landing butt first on the blonde's legs nearly breaking them.

At this point Gwyneth was nearly out from the pain and loss of air supply. Alyssa released her hold and stood up. She, Lacey and Kirsten took off her shoes and dresses, as they felt encumbered by them. Lacey took Christina's place in the figure-four leg lock so Christina could also take off her dress. Gwen was moaning in pain as her knee joints were being strained. Then Lacey rolled over forcing Gwen to roll to her stomach. Alyssa then dropped on her head and the back of her neck with her knees. Christina and Kirsten took their turns landing knees and Gwyneth was all but out.

The girls looked at Gwyneth struggling to maintain consciousness and crying. They almost felt sorry for her. Lacey released her hold. The girls intended to let Gwyneth go. They thought she had learned her lesson. After several moments she slowing got to her feet. She was having trouble standing. Her head ached and her legs were weak. She collapsed to the floor. After massaging her legs a few moments she was able to put some weight on them but still had to hold on to pieces of furniture to prevent herself from falling down.

When she was about to reach the door she said, "I'll remember this. You all will pay."

All the young actresses looked at each other in bewilderment over such a foolish statement.

With that Ricci jumped on Gwyneth's upper body and Dunst and Milano each kicked the backside of her knees. She immediately fell to her knees then fell face down with Ricci's arms around her head and neck choking her.

"Not talking so big are you now? Christina said as she continued choking Gwyneth who was gasping for air showing signs of passing out.

"You stupid cunt, you should have minded your own business."

Christina and the other girls now turned Gwyneth on her back.

"I think I'll just shut you up."

Christina sensuously slid on top of her then placed her pillowy breasts over Gwyneth's face and pressed them over her features. She grabbed the back of Gwen's head and formed an airtight seal. Lacey let go of the figure-four, as there was no danger of Gwyneth escaping. Gwen's tried to bring her arms up to Christina's chin and push her off to no avail. Soon her arms fell limp to her side. Only the slight movement of her hands and feet showed that she was still conscious. The girls were in awe of how easy it was for Christina to smother someone out with her breasts when suddenly Lacey remembered what Heather had said about playing with a helpless victim.

"Wait Christina. Now we got her helpless, lets enjoy the victory."

The other girls were in agreement. Christina got off Gwen, who was lying still, eyes barely open when Alyssa and Kirsten turned her over on her stomach.

"Get up" Alyssa demanded.

Gwyneth got on all fours and Kirsten climbed on top of her demanding a pony ride. Gwyneth was crying but struggled around the room giving Kirsten a ride. Then Lacey joined Kirsten and Gwyneth struggled with the weight. She moved a few steps and stopped. Ricci jumped on Gwen' back. The blonde couldn't take the weight and collapsed to the floor, breathing in shallow breaths and not moving.

Angered by this, Alyssa turned the blonde on her back and eased on top of her. She looked down on the prone woman her gently heaving breasts with their swollen nipples just above Gwen's face. She then placed her impressive breasts over Gwen's face. Gwyneth's eyes went wide in terror as she realized the hopelessness of her situation. Alyssa slid her breasts up and down Gwyneth's long face as she enjoyed hearing Gwen sob. Gwen's cries were becoming annoying though.

"May I?" Kirsten asked hoping to get in on the action.

When Alyssa got up Kirsten went for a front facesit rubbing her sweet pussy across Gwen's face. Gwen was still crying but her cries were muffled and becoming softer under Kirsten's wet womanhood.

Gwyneth had a long face and Ricci noticed Kirsten's pleasure zone wasn't big enough to cover all of Gwen's breathing passages. She suggested Dunst scoot down a little. Then Christina sat on the upper portion of Gwen's head facing Kirsten. Alyssa took a seat on Gwen's stomach and Lacey had her legs secure. Even though none of the young ladies were all that heavy, the 4 of them were more than Gwen's skinny body could take and with Ricci securing her arms and every other part of her body immobilized she couldn't even plead for air. The girls were have so much fun they forgot to give her any and Gwen drifted into unconsciousness.

"Oh damn, she's out!" Ricci said dejectedly.

"Well, long as she's out lets tie her u,p" Kirsten suggested.

"Wait I have a better idea," Alyssa said as she remembered something. "In the lunch room I saw several packages of saran wrap..."

The ladies took off the rest of Gwyneth's clothes and wrapped her entire body in plastic food wrap, except for her head. They also made openings in the plastic around her breasts and pussy. When Gwyneth awoke she could not move her arms or legs. The best she could do was wiggle a little.

With Gwen immobilized Ricci began to finger her pussy. Kirsten and Alyssa began to pinch and squeeze her tits. Lacey was hand smothering her but always gave Gwen some air when she looked like she would pass out. Ricci began to lick Gwen's twat while Dunst and Milano began licking her tits. Gwen was moaning that is when Lacey would give her some air. That was replaced by a shriek when Ricci started pushing a dildo slowly up Gwen's sex hole one inch at a time.

Slurping sounds were coming from Dunst and Milano, (apparently remembering their roles in vampire movies) as they now began sucking Gwen's tits. Ricci (who gained valuable experience from Rose McGowan) was now moving the dildo in and out in rapid succession then took it out and began sucking her clit. Lacey couldn't control Gwen's head with her hands (or noises either) so she reversed face sat her just to shut her up. Ricci still sucking and working her fingers in and out of Gwen along with the other two girls tit sucking was too much for Gwen.

Christina soon got her reward as Gwen's sex sprayed sticky fluid over Ricci's face. Both Ricci and Milano were able to draw tit juice. Even in the plastic wrap Gwen's body shook a bit as she made muffled moans under Lacey's ass. Milano and Dunst continued to squeeze her tits causing more juice to spill out.

Lacey then got up and Christina took a seat on Gwyneth's chest She took some of Gwen's cum that landed on her face and spread it on Gwen's face. She then took the cum cover dildo and tried to make Gwen lick it. Gwyneth was barely awake and was whimpering, but she wouldn't open her mouth. Ricci pinched her nostrils shut and when Gwen open her mouth for air Ricci shoved it deep into her mouth. She then drove her toy in and out of her mouth. Gwen's eyes were swollen from all the crying and she was gagging as she gulped for air.

Mercifully, Ricci tired of playing with Gwen and allowed Kirsten the honor of breast smothering her. Kirsten rubbed her flowing bosom up and down Gwen's pretty face a few moments before sitting back up and looking down on her victim. Kirsten knew of a nerve hold and with her knuckles pressed down on either side of Gwen's temples and her thumbs just below Gwen's cheekbones. She applied tremendous pressure causing Gwen to wail in excruciating pain. Gwen's sealed body trembled and her eyes fluttered. She tried to move her head but Kirsten's hold was secure. Gwen gave a weak last gasp and passed out.

"What's that?" Alyssa asked hearing a noise that sounded like people entering the arena.

"I'll go look," Kirsten volunteered, though she was still sitting on Gwyneth's still body.

Lacey was watching the last few minutes of this incredible action and, as happened earlier with Winona, she was getting aroused watching another woman being rendered helpless.

"OK, my turn," Lacey damn near pushed Kirsten out of the way when she went for a front face sit. The girls could not believe young Lacey. She was getting off again as she vigorously rubbed her ass back and forth on Gwen's nose with her nylon cover pussy over Gwen's mouth. The teen slid onto Miss Paltrow's neck and moved way up to the top of her face. She continued her back and forth motion, grinding faster and faster. She loved the way Gwen's nose pressed against her nylon covered slit. She was becoming a face-humping machine. Lacey was moaning wildly now. The other young women in the room looked on in amazement. This was not the same Lacey Chabert of a month ago, heck even two hours ago.

"OooooH, Aaaaaaah," Lacey moaned in pleasure.

With Winona, Lacey was wearing tights but this time she had on sheer pantyhose. The thin layer of nylon between Gwen's face and Lacey's sex was causing Lacey to lose control with pleasure. She put her hand in her hose and spread her cunt lips so she could get a better feel of Gwyneth's nose pressing against her. She pressed so hard she could feel nose cartridge crumble. In seconds she came in a powerful explosion that was twice as long and powerful as the one she experienced over Winona as she drowned Gwen's face with her sweet flowing honey.

Unfortunately in her enthusiasm, she forgot to give Gwen any air and she lost consciousness. Lacey didn't notice that Gwen was out. She kept rubbing her sex on her face exhausting every last drop of her orgasm. Even then she didn't get up she just went slower, savoring the moment.

Alyssa and Christina began calling her name for her to get up. Lacey either did not hear them or didn't want to hear them. Her level of pleasure diminishing Lacey raised her head up and shifted her weight forward as she juices continued to soak through her hose. She was rocking back and forth occasionally pulling Gwen's placid face deep into her crotch. It was like she was in a trance; she was in a world of her own, making low moaning noises.

Gwyneth's legs began to tremble. The other girls were afraid she might suffocate Gwen to death. They were screaming for Lacey to stop. It wasn't until Alyssa slapped Lacey that Lacey realized she was close to killing Gwyneth.

She immediately got off her and Gwen's head fell to the side as fluids ran from the corner of her mouth. She was out, but every few seconds her body went into convulsions. This happen intermediately for a few moments before she went completely still. Christina rushed to obtain an oxygen tank from the trainer's room.

"You went too far Lacey. You have to know when to let up," Alyssa advised.

Christina came back and began feeding Gwyneth oxygen.

"Come on, Come on! Wake up," Christina muttered nervously.

The girls didn't care for Gwyneth, but didn't want to go to prison for 25 years either. Finally Gwyneth started coughing.

"Where am I? What happened?" she said looking up uncomprehendingly.

"Are you OK?" Christina asked as she knelt by her side gently stroking Gwen's hair with her hands.

Gwyneth still couldn't answer. She gave a weak nod but it was clear she was out of danger.

"Good, now back to sleep you go!"

Ricci sat on Gwyneth's chest then licked her hands and placed them over Gwen's mouth and pinched her nose shut. Gwen's eyes widen and she furiously moved her encased body as best she could but that's all she could do and her struggles slowed in a minute or two, her eye lids open and closed rapidly then slowly closed for good. Christina held her hands over Gwen's face a few for minutes until she was sure that Gwyneth was unconsciousness before getting off her victim.

"She actually looks kind of pretty when she's asleep," Ricci giggled.

"That was close, I've never seen you like that Lacey," Alyssa said, amazed by her friend's transformation.

Kirsten then came back in the room with company.

"What the heck happened? Looks like we missed all the fun."

It was Tori Spelling who had come back to the arena with Natalie Portman, Anna Paquin, Melissa Joan Hart and Neve Campbell

"Yeah you guys missed this one. Gwyneth tried to pick a fight with Lacey. Not a smart move," Kirsten told the actresses.

" I hope we can be there next time someone else is dumb enough to pick on one of us," Tori added.

All the girls nodded in agreement. They all liked the idea of torturing Gwyneth and other actresses like her. Then the girls picked up Gwyneth's body and dumped it on a couch in the lobby. They thought when the arena opens the next day some of the celebrities who were scheduled to appear would find her trapped in the plastic wrap with her face covered in dried girl cum and know what happened to her.

Just before the girls left they noticed how their names were listed on a sign. They realized that a quirk in placing their names had spelled out the word MUNCHKINS when read a certain way. They liked it. They realized they were shorter than many leading ladies but still had a lot of pride in themselves.

"Yeah, but we're not the kind of Munchkins you want to mess with," Alyssa noted. "This ain't the Wizard of OZ." Alyssa then went back to Gwyneth and wrote on her forehead in lipstick - THE MUNCHKINS WERE HERE!

Continue to Munchkins #3