At 29, Amber runs a new woman's health club specializing in a unique style of mixing aerobics with erotic exercises. In just two short months, it became the most popular club in town; even Amber was surprised at how many women seemed eager to join up. The distinctive exercises often made the oversexed brunette incredibly horny and by the end of the day, she was eager to be alone and sensuously work out her voluptuous feminine muscles in the nude, until she went rigid in a series of exploding orgasms. Other times, classes started late while Amber stood in a sexual trance before a full-length mirror. Her blue eyes lustfully watched the reflection of a powerful woman exploring her 40C-29-39 dimensions with knowing hands, until they slid down into the wet depths of a densely thatched crotch and made her moan with narcissistic pleasure.

Meanwhile, sensuous Vanessa, another 29-year-old passionate aerobics instructor, noticed the steady decline of women attending her own health club. Her arrogance always made her confidant that no other woman could be as powerfully beautiful as she was, and became fiercely jealous that someone else was now competing with her. Like Amber, she also was a self-absorbed, blue-eyed brunette with a similarly sized, 40C-28-38 body; as well as possessing an insatiable sex-drive. Vanessa could awaken her ravenous sexuality just by rubbing the rich outlines of her well-defined buns, teasing herself into a sexual frenzy after a vigorous workout. With her full red lips curled into a mischievous sneer, Vanessa knew exactly what she was going to do with her unsuspecting rival before she went out of business.

The following day, Vanessa entered Amber's establishment and registered herself in for class to confront her competition. In the locker room, women from Vanessa's club nervously smiled as Vanessa silently changed into her most revealing aerobic outfit, a bright red spandex leotard with a plunging neckline and shiny black nylon tights. Her generous forty-inch tits pushed out arrogantly from under their tight confinement and formed an alluring line of cleavage. Wondering how Amber looked, Vanessa looked into a nearby mirror and vainly gazed at her own muscular beauty while other females prepared themselves for class. For several exciting seconds, Vanessa's entranced reflection seemed to be watching as caressing hands slowly glided down a smooth body suit and expertly cupped her quivering ass muscles with self-loving admiration.

"Let's just see if this bitch is as good as everyone says," Vanessa thought as she entered the large workout room and took the center position of the first row. She's probably some kind of ugly, flat-chested health nut.

Amber was late and Vanessa became more restless to meet her rival as the minutes slowly passed. Vanessa was sure she heard a faint cry of feminine pleasure come from another room.

Soon a door opened and Amber, a faint flush tinting her cheeks, entered from the back of the class. All eyes were on the impressive woman as she took her place up on a platform in front of everyone, smiling as she apologized for being late. Vanessa was fuming, but she couldn't keep her eyes off Amber's voluptuous curves. She became both jealous and excited at the same time, realizing that Amber was every bit as powerful looking a woman as herself. Fascinated by her foe's beauty, Vanessa began to imagine how their two powerful bodies would feel pressed against each other, completely naked, in a test of strength.

"Damn, she's fucking gorgeous!" Vanessa thought dazedly, her jealousy warming her crotch. "I can't wait to get my muscles next to hers and show her who's the strongest woman in town!"

The two club owners stood face to face in their brightly colored spandex and locked blue-eyed stares for just an instant. Amber immediately felt the uneasy tension forming between them and unconsciously thrust out her tits at Vanessa. She was not surprised when Vanessa flexed her own muscles, puffing up her tits in response. Amber loved the competition. Her crotch warmed rapidly, just knowing that another woman built like Vanessa was standing in front of her and flaunting her muscular beauty. "Nice set of tits." Amber thought, giving the woman a high-voltage look. "I wonder if she'd go a little one-on-one with me? Damn, I'm still hot!"

As class began, the other women seemed oblivious to the private body contest taking shape between Amber and Vanessa, and just followed Amber's aerobic maneuvers. Vanessa glared at her rival, knowing that Amber was secretly teasing her in front of everyone and shoved out her barely covered boobs with a challenging gesture. Both brunettes watched each other with increasing hostility, silently comparing every inch of their powerful and seductive physiques. Amber's athletic body jiggled enticingly within her purple leotard and Vanessa became frustrated with herself that she could not pry her eyes off her. Their thick muscular legs began a tantalizing display of shapely firmness, bulging competitively through the lustrous coverings of white and black nylon tights. Vanessa's stares lowered to Amber's pussy mound, and with a familiar tightness filling her own prominent womanhood, she suddenly realized that she wanted to fight this other arrogant bitch more than ever.

Amber brought her class up to speed while her proud tits bounced to the beat of aerobic music. The vigorous exercises made Vanessa's tits jump wildly and Amber found it increasingly difficult not to stare at them. She also became annoyed with Vanessa's noticeable attempts at trying to outdo her. Her nipples grew taut, agitated with growing anger, while she and the other brunette began a personal aerobic competition with each other. Sweat glistened off rigid feminine muscles while the two rival instructors twisted and stretched to out perform each other's aerobic movements. "What is this fucking bitch trying to do?" Amber thought, fighting to control her rising temper. "She's looking for trouble if she doesn't stop competing with me."

Amber's attention was now so wound up on Vanessa that she led her class into some strenuous exercises that weren't part of her normal routine. She cursed herself for losing control of her temper and concentrated on getting her group back into routine with the erotic moves that made her classes famous. Amber lay on her back and arched her hips high into the air, displaying every type of lewd, thrusting and hip-gyrating pelvic exercise one could think of. Pussy bones clearly showed through sweaty leotards as all the women duplicated Amber's lusty pelvic grinds. The group of sweaty women looked at each other with aroused curiosity as their pelvises thrust wildly high into the air. The remainder of the class consisted of grueling abdomen workouts that would put most people in agony; even Vanessa was experiencing a straining workout of her own developed muscles. Amber now slowed the class down and finished off with some light stretching. Now sitting up, she was once again face to face with Vanessa. "All right, that's all for today girls, we'll see you again tomorrow." Amber announced between deep breaths as she glared at her panting rival.

All the exhausted women in the class made their way out of the large room, except for Vanessa, breathing deeply with hands on hips. She just stood there and faced Amber with a contemptuous look filling her face. Feeling her temper going up a notch, Amber immediately stepped forward and pushed her sweaty face into Vanessa's while their covered breasts came just short of bumping into each other.

"Just what the hell is your problem girl?" Amber asked with a threatening voice while her eyes quickly glanced at Vanessa's impressive nipples.

"I'll tell you what my problem is." Vanessa yelled back without hesitation, "It's pretty clear that you've been stealing my girls away and I'm going to put a stop to it!"

"Oh, you must be Vanessa. Several ladies that attend your club tell me that they like mine better!" Amber said with pride. "I guess you just don't have what it takes anymore."

"Excuse me, I just attended your class and you're the one that doesn't have what it takes!" Vanessa shot back with a forceful voice, moving in closer to match her body to Amber. "I'm just as good as you, maybe even better!"

"From where I'm standing, I would have to strongly disagree with that statement." Amber argued as she placed her hands on her strong hips and flexed every muscle in her body in front of Vanessa. "That body of yours is no match for me honey!"

"How dare your compare your body to mine!" Vanessa replied angrily. "I'm bigger and stronger than you, and I'm going to prove it!" She took the same defiant stance as Amber and both sexy adversaries gasped as their identical forty-inch globes touched.

The spongy contact had both women shivering with delight. Amber and Vanessa smiled wickedly at each other while their hardened nipples compressed against each other with increasing pressure. Each woman felt the other's aroused body heat as it penetrated through the thin material of her leotard and mingled with her own. Grunting, with hands on hips, the two angry club owners pushed and bumped their opposing breasts together, awakening their clits with lecherous anger.

Amber kept her purple outfit glued to Vanessa's red body suit. "I've worked on this body for years, bitch!" she gloated, flexing her tanned biceps. "My tits and ass are tight and firm, my legs strong as steel, and my stomach muscles are as hard as a rock." Amber always loved to brag about her physical appearance, especially at another woman built like Vanessa.

"I'd say your body needs an overhaul if you think it can beat mine, especially with those flabby tits of yours!" Vanessa rudely commented, even though she knew Amber's breasts were every bit as round and firm as hers.

Amber's eyes narrowed and she rammed her proud tits hard into Vanessa's arrogant chest. "Maybe I need to show you just how big and strong they really are?"

Vanessa looked down at their flattened tits pushing tightly against each other and felt a sudden jolt of excitement race through her body. "Just how do you think you can do that when there's not much there?"

"Then I'll just have to press my tits in harder and show you how much of me there is." Amber whispered as she looked around the room to make sure the other women had left. "Let's see how tough those bumps you call tits are, little girl!"

"My bumps are tougher than yours, you fucking bitch! I've got more than enough to flatten your fucking little boobs!" Vanessa huffed in an angry voice and shoved her chest into Amber's as hard as she could. "Come on, we're completely alone here. I'm ready to fight you now!"

Vanessa's inflamed nipples lined up to Amber's bursting ones as her bright red spandex slid against Amber's shiny purple outfit. Tense silence filled the large mirrored room as the two instructors pressed together, eyes locked with menacing glares of hate. Eyebrows twisted inward with lusty anger as the outlines of four erect nipples flattened together, separated by the material of colorful leotards. Each grunting woman felt the other's extruding nipples burn into her own. Harder and harder they lunged together as hot bulging tit flesh overflowed the tops of their crushed together outfits. The battle quickly intensified and the two adversaries made lewd guttural sounds when their covered nipples grazed and poked at each other. Mouths twisted into snarls as two equally matched pairs of breasts tried in vain to conquer the other. Wild with angry passion, each aggressor flung her powerful arms around the other and seized her opponent in a vicious bear hug. Taut stomach muscles and well-defined pubic mounds crushed up against each other as Vanessa reached up and took hold of the shoulder straps on Amber's purple spandex and started to pull them down.

"You want to see my boobs, don't you?" Amber whispered in a low tone. "I should have known you were a fucking dyke!"

"You want this too," replied Vanessa in a husky voice, "I can tell, your nipples are all big and hard against mine!"

"All right you fucking lesbo bitch!" Amber breathed between her moans of pain from the brutal bear hug. "You want a tit-fight with me? Then get your clothes off now so I can feel our big tits fight each other naked!" She released her hold on Vanessa and tore off her purple spandex.

"Let's do it, cunt. My tits are going to burst your tits." Vanessa hissed, stepping back to remove her sweaty red leotard.

The two fight-horny women stepped out of their rumpled garments and unveiled to each other's lusty gaze an alluring set of forty-inch, C-cupped breasts. They approached one another wearing only their smooth, glistening exercise tights and met hard nipple to hard nipple. This erotic combat caused agitated nipples to swell and harden even more, growing into fat, hard brown pegs. The two tit-fighters started to stab and flick their nipples back and forth across one another. The two women lunged and mashed naked boob flesh together. They cursed each other as their aroused nipples struggled for dominance, stabbing and poking equally against each other in naked, sensual combat. Frustrated that their dueling nipples were too evenly matched, both women went at it full force, bashing sweaty tits into sweaty tits. Amber let out a grunt each time her fleshy daggers made contact with Vanessa's hostile nipples and bore into each other with battle lust.

"Feel my big nipples destroying yours little girl?" Amber taunted through clenched teeth.

"I feel yours all right, but my big nipples are destroying yours!" Vanessa shot back while she grabbed her own tits and mashed them harder into her foe.

In a fit of rage they threw their arms around each other, their evenly matched nipples pressed flat hidden by fighting breast flesh, as the two tried to overpower each other's big tits. Engaging in a rib cracking bear hug, sweaty tit flesh slid and mushroomed together, squishing out the sides as the two women cursed each other. Full bosoms crushed together while the two furious women held onto one another so tightly that they both found it difficult to breathe. As tits battled against tits, the two muscular instructors soon became aware of another emotion other than rage igniting between them. While their opposing strengths brought their breasts into greater contact, Amber and Vanessa couldn't help smiling wickedly at each other. Expressions of pain appeared on their sweat-soaked faces from feeling their buxom chests being crushed so violently together. A long tit fight ensued with no winner in sight. Amber was now making a new move on Vanessa, and she started pressing and rubbing her thickly muscled thighs against the voluptuous strength of Vanessa's big strong thighs.

"You don't have the legs to fight mine!" Vanessa sneered as she felt the heat from Amber's rigid thigh muscles.

"Ever tangle with a pair of legs like these?" Amber asked as she rubbed her shiny black tights against the smoothness of Vanessa's white tights.

"So you think your legs are pretty strong, eh?" Vanessa grunted, firmly wrapping her muscular calves around Amber's.

"Strong enough to break your miserable legs, bitch!" Amber threatened with a husky voice as her unyielding thighs bulged against Vanessa's.

"Then show me!" Vanessa demanded, enjoying the rustling friction between their lustrous tights.

Coiled together, they stood their ground, growling woman to woman. Leg muscles, still clad in burnished nylon, distended solidly against each other while identically sized breasts crushed urgently together. Wicked stares met head on in angry silence as muscular legs wrestled for a dominant position. Amber's right leg moved around Vanessa's left while Vanessa's legs made their way around Amber's in likewise fashion. Two immovable women made their stockings slither up and down against each other, locked in a leggy embrace, while wispy sounds of nylon dragging across nylon filled the room. Both women latched on to each other's forearms for support while their bodies strained together, each one yielding to her uncontrollable lust building deep in her loins.

"Come on bitch! Show me how strong your ass muscles are, ram your pelvis up against mine as hard as you can!" Amber demanded while she desperately tried to spread Vanessa's thighs apart.

"I'll show you just how strong my pelvis is," Vanessa snarled confidently. "You'll be screaming for mercy while my cunt bone grinds into yours!"

Vanessa spread apart her strong legs and aggressively pressed her nylon-covered crotch against Amber's, groaning lustfully as their pelvis war began. They grabbed each other around the waist and leaned back to inflict as much pressure on each other's pubic bone as possible. Shiny black and white tights merged and made a muffled rasping sound as both muscular females pushed each other back and forth in a savage rut for sexual superiority. Locked pubic bone to pubic bone, Amber and Vanessa each grunted out with pain and pleasure, their powerful bodies trembling as the distended hardness of each other's aroused clit rubbed together under glistening hosiery. The grinding friction was maddening and both brawny rivals now tried desperately to throw each other down to the matted floor.

Stumbling around with equally matched efforts; their attempts to crush one another had them tumbling down in a sweaty mass of brawling female flesh. Strong hands grasped each other's big muscular ass and held on tightly as they rolled around on the mat together. Heated pussy mounds hammered together with mounting lust as the women fought and twisted on the floor. Their heated moans mixed with angry curses echoed in the empty room as powerful legs wrestled for control. Hot thighs slid back and forth creating a smooth, erotic whispering sound of nylon against nylon.

"Oh, yesss!" Vanessa hissed, her lips brushing Amber's. "Fight harder, you big bitch!"

"Ohhh! You fucking slut!" Amber whined as they rolled together on the floor.

"CUNT!" Vanessa shrieked, rolling on top of Amber.

"SLUT!" Amber shot back, rolling on top of Vanessa.

Both fought strenuously to mount each other but Amber finally managed to gain the top position. There was a sudden pause as the two women looked at each other, both realizing that their cunts were throbbing with sexual desire against one another. Amber moaned hungrily and fastened her mouth onto Vanessa's, driving her tongue into Vanessa's open mouth. Vanessa's tongue fought back by wrapping itself with Amber's before it drilled into the brunette's wet mouth. They moaned deeply into each other's mouth, while their passionate tongue fight escalated, making both powerful women stiffen against each other. Rolling tongues coiled together, trying to push each other back into submission. Two pairs of blue eyes challenged each other as the women wrestled and twisted the entire length of their tongues around one another, blending their saliva together inside their tightly sealed lips. Finally, the lip-mashing kiss ended and both brunettes opened their eyes to glare hate into each other.

"Don't start something you can't win at girl!" Vanessa breathed up at her panting rival.

"You wouldn't last thirty seconds if I did, baby!" Amber replied, feeling Vanessa's moist pussy mound throb warmly under hers. "Let's see who has the stronger pussy between us."

"You're on, you lezzy bitch, I'm going to grind yours into a hairy pulp!" Vanessa growled back as she hunched up furiously to meet Amber's forceful cunt.

Separated by their shiny tights, the two rivals entwined their sturdy legs and began their sexfight by crushing pubic bone into pubic bone. Shouts of erotic pain echoed throughout the room as the two women savagely rammed their crotches into each other. Vanessa used their tightly entwined legs to lift her muscular ass up off the floor while at the same time, Amber arched her back to allow more excruciating pressure between their warring pelvises. Eyes locked in evil glares as nylon-clad pussies rubbed wetly together until Vanessa felt Amber's hot juices seep through.

"You're wet, bitch." Vanessa hissed.

"And so are you!" Amber replied.

Amber started thrusting her weight up and down trying to force Vanessa to collapse, but the woman underneath met every one of her thrusts with equal power. Bouncing furiously, Amber started to lose her balance and fell off to the side. With their nylon clad legs being so tightly laced, it made it easy for Vanessa to roll over and get on top. Resuming their crotch-to-crotch fight, both overheated brunettes became drenched with sweat as their muscles now strained to maximum size with raw feminine power. Lusty moans and growls filled the room as the woman to woman sex battle escalated. Too evenly matched, Vanessa lost her balance and fell over to her side, but was quick to keep Amber from taking another commanding top position.

"This is getting us nowhere, get those fucking tights off now so our cunts can fight naked!" Amber demanded while angry lust shook her body.

"Then let go of me, Amber!" Vanessa demanded. "I'm going to fuck you so hard, you'll be begging me to stop!"

The two sexually aroused women broke off their fight just long enough to peel down their soaking wet leg wear. Amber gathered a few more exercise mats and sectioned off a large area for their ultimate test of feminine strength. Now totally naked, the two sweaty women took their positions on opposite sides of the exercise mats. They sat on their knees facing one another, and slowly began stroking their furry pussies.

"This is the deal. We fight sexually until one of us can't go on, and the loser has to close down her aerobics class for good." Amber said, waiting to see Vanessa's reaction.

"Your on girl, I guess you better start planning a new career." Vanessa replied, moving closer and spreading her legs apart to reveal her swollen pussy. "I'm going to fuck you into the ground with this big hairy cunt of mine!" Vanessa's dense patch of dark pubic hair was glistening with sexual wetness, ready for intimate combat.

"Fuck you Vanessa!" Amber yelled, inching forward. "That little pussy of yours is no match for mine."

Amber's hairy twat simply throbbed in anticipation for a pussyfight with Vanessa. The sexual tension had both aerobic queens lewdly finger-fucking themselves in front of each other. While their fingers slid into their wet cunt flesh, they taunted one another sexually, promising to destroy each other while they moved in closer towards each other on their knees.

"My big hairy cunt is going to fuck the fight right out of your cunt!" Amber exclaimed while spreading the lips of her wet pussy to ready her stiff clit for battle.

"Not before my bigger, and hairier cunt finishes off that pathetic little pussy of yours!" Vanessa responded as she spread out her equally hot pussy lips and stroked her burning clit.

With two hard clits ready to attack one another, both female warriors quickly moved forward and slid their muscular legs against each other until wet cunt came together with wet cunt. Leaning back on their hands they lifted their brawny asses up off the floor and moaned in unison while their coarse pubic hair meshed and grated roughly together. Vanessa's strong cunt pushed against Amber's with a steady grinding motion as both women tried to desperately mount each other and gain the dominant position. Each woman knew that there was no turning back as they ferociously humped feminine flesh into each other. They screamed out with sexual pain each time their two hairy cunts slid wetly together. Their inner thighs became saturated with a mixture of sweat and sex fluids as both women fought for top position to grind her opponent into a submissive orgasm.

The two went at it full force, cunt to cunt. Swollen vulvas flattened together and spread out, forming a fleshy arena for two warring clits to fight in. Wet inner labia lips mashed together with demanding need, causing a torrential flood of sexual secretions to bathe their brawling pussies and inner thighs. Vanessa's eyes were shut tight as she fought off the fiery sensations building within her hairy crotch. Amber winced with pain as she crushed her parted vaginal lips against her rival with all her might.

The brawny cunt battle lasted for several delirious minutes until Amber's hand slipped out from behind her and she landed back on her shoulders. Vanessa was quick to take advantage of this and jumped onto the top position, fastening her twat to Amber's strong cunt. She poured on the fuck attack and ruthlessly ground her pulsing clit into the hated pussy below. Now it was a woman to woman contest of sexual strength, and the two powerful brunettes bucked and humped against each other with brutal passion. Amber felt her prominent womanhood pressing clit to clit with it's assaulting counterpart and couldn't help snarling with lust as their pubic hair ground coarsely together.

"I've got you now, bitch!" Vanessa smiled as she humped down on Amber.

"Fuck you slut!" Amber moaned as she angled her pussy up to meet Vanessa's powerful thrusts.

Vanessa now got carried away by thinking she had the advantage and within moments she found herself on the edge of orgasm. Their warring cunts mashed snugly together, each one seeking to trigger the other off first. Amber and Vanessa each pumped genital heat into one another with vivid hip movements, while their mouths collided in a biting kiss. Vanessa's entire body shook with pre-orgasmic trembles but she kept a steady downward force on Amber's up-thrusting crotch. Sensing Vanessa's approaching orgasm, Amber wrapped her legs around her sexual enemy and forced her cunt up with renewed vigor. They screamed with wild passion as their trembling clits rammed together harder than ever. Vanessa's fierce whimpers of erotic delight fed Amber's need and she gripped Vanessa's big muscular ass tightly to keep their pounding cunts wetly together.

Suddenly, their enraged pussies melted together with a shattering orgasm. Amber felt the hot liquid of Vanessa's woman-cum splash into her shuddering cunt and gladly accepted the boiling fluid because she knew the tables were about to turn. As soon as Amber felt the last pulsating throb from Vanessa's pussy, she quickly used her hands to lift her body up and force her back. The releasing energy of Amber's orgasm caught Vanessa off guard and the next thing she knew she was on her back with Amber's cunt on top, grinding wildly. Gravity took over and the sexual release that had filled Amber now poured out into Vanessa's shuddering pussy.

"Feel my hot cum, slut!" Amber sneered. "Feel it mix with yours and burn into you!"

"Ohhh, please stop! I give, I give…" pleaded Vanessa, over and over.

Shouting out in sexual triumph, Amber started pulverizing her slick cunt down against Vanessa's with renewed stamina. Sobbing quietly, Vanessa tried her best to continue the fuck-fight but the assault from Amber was too much as orgasm after orgasm shook throughout her exhausted body. Amber continued her victory fuck against Vanessa's ravaged twat until she reared up and screamed out with a second, gut wrenching orgasm. Their pounding clits throbbed together in aftermath as Amber's conquering sex injected her woman-cum a second time into Vanessa's spent pussy.

Amber had won this cunt battle and once the beating pulse of her orgasm diminished, she pulled her sweat-soaked body off the sobbing woman below her and gently massaged her sore and battered pussy.

"I'm expecting you'll follow through with the deal we made. I don't ever want to see or hear about you." Amber said firmly as she glared down at her defeated foe.

"Yes…" was all that Vanessa could muster, knowing she lost the sexfight with Amber. She closed down her classes and moved out of town.

Three months later, Amber received a challenging letter from Vanessa, and began to prepare herself for their imminent rematch.