He heads down to the basement.

Billy grabbed his supplies and headed down to the basement. It wasn't what he'd normally think of as a basement. Because the house was built on a hill, it had large windows and a lot of natural light. And it was as lavish as the rest of the house, but more modern. There were mirrors everywhere, several weight lifting machines, a set of free weights and an area that featured just pads on the floor.

Karen and Amy were at the squat rack, Karen between sets and Amy standing with a little notepad. Karen was wearing just a sports bra on top, her flat belly bare. On the bottom, she wore three-quarter length leggings that showed most of her calf.

Karen met Billy's eye, and gestured around the room at the machines. "Wipe these down," she said. Billy obediently got to work with a rag and spray bottle.

It didn't take long for him to realize he was wiping Karen's sweat off the machines, and possibly Amy's too. The thought was humiliating, but also a bit of a turn-on...just like everything else he was experiencing at this place.

Billy sneakily watched Karen do her workout. He counted the weights she had on the bar for squats. To his shock, he found that she was lifting the same weight as he did! Billy counted her reps with interest. She got to 10, his number, without even slowing down. 11...12...13...14...15...16...17...18...19...20.

Double his reps, at his same weight. And she didn't even look tired at the end. As Billy tried to process the fact that Karen must have stronger legs and butt than him, his cock started to get hard inexplicably. Well, maybe it wasn't so inexplicable, looking at her taut, strong body doing her workout.

Karen moved on to do some curls with her arms. Billy watched again, wondering if it was possible that even her upper body could be stronger than his own. She used a smaller dumbbell, but only slightly smaller, and she still did 20 reps.

Then she moved on to the pull-up bar. Billy watched with interest--there was NO WAY she could do more pull-ups than him...was there?

With Amy's encouragement, Billy watched as Karen cranked out a set of 5 pull-ups with perfect form, then sighed with relief as she dropped off the bar. Billy could do 10 pull-ups at a time, so this was at least one area where he was still superior.

But...most women, even fit ones, couldn't even do one pull-up, and Karen was able to do 5. Billy grappled with the realization that Karen was stronger and fitter than him, as he wiped her sweat off the machines.

He was yanked out of his reverie when he heard Amy say "Want to spar a little to end the session?" Karen nodded and they started to get their boxing gloves on.

So this was where Karen had gotten a little head start on her boxing skills. Maybe she wasn't the total novice Billy had thought she was. He started to feel a little better about his shameful knockout at her hands.

Karen and Amy started at fairly low intensity, bobbing and weaving and throwing playful quick punches at each other. Billy watched Amy's pretty bare feet as she moved. She had really good footwork. He looked at her guard and saw that it was solid. Clearly she was a competent boxer. Karen's footwork had improved too, since their match. It made Billy wonder if she'd been faking her bad footwork in order to get Billy to let his guard down.

As they boxed, the intensity of their sparring match gradually increased. Billy was now barely working, paying almost full attention to the match. Karen's fist found its way to Amy's ribs, making a loud SMACK and knocking the trainer back a few steps. But just a few seconds later, Amy retaliated with a sharp jab to Karen's chin, stunning her. Then Amy followed up with a hard cross to Karen's belly, bending her over and eliciting a sexy groan. Amy backed off, letting Karen recover a bit.

Amy was clearly the more technically skilled boxer. But Karen had the weight advantage, and the reach advantage, and presumably she was stronger too.

Karen must have been embarrassed at getting bent over, because she came at Amy harder than ever now. Her fists swung like sledgehammers, battering at Amy's guard, and Amy had **** but to retreat. Karen got her against the wall and started working her over, looking to punch her in the belly but not quite getting past Amy's guard. Amy slid off the wall just as Karen cuffed her in the side of the head, but before she got free, Karen finally got a good hook into her stomach. Her fist made a loud SMACK and Amy cried out in pain. Her guard shifted out of place and Karen hit her with another hook to her other side, making another loud SMACK! Then she swiftly threw another hook and caught Amy on her jaw, jerking her head to the side and sending her stumbling to the floor.

Amy's sweaty body hit the mat with a SPLAT. Billy had to admit that if he'd been rocked by Karen's combo, he probably would have gone down too. So....Karen could beat her own trainer, eh? That meant she must be a boxing hustler. A bully who faked being a novice so that she could embarrass Billy in front of a crowd. Relief flooded over him as he realized he wasn't ACTUALLY beaten by a sexy MILF newbie, but instead a highly trained female warrior. That was much more understandable. Especially since he'd been going easy on her.

He looked at Amy, who was currently dragging herself to her feet. Billy couldn't help noticing that her nipples were hard, clearly visible through her pale pink tank top. She brushed her black hair out of her face, readjusting her ponytail.

"Not bad, for someone who's only been boxing a week!" she said cheerfully.

Wait...a week? Billy's theory came crashing down around him. Karen wasn't highly trained...she'd maybe had one or two sessions before she faced him at most. So she WAS a novice. The shame washed over him all over again as he replayed their match yet again in his mind.

He was distracted from his reverie by Amy's next words.

"Now let me show you how much you DON'T know," Amy said.

Karen smirked and lunged at Amy with a big hook. Amy dodged it elegantly. Karen came at her with another series of punches. This time, Amy slipped them, letting them brush at her shoulders without doing any damage. Eventually, Karen threw herself off-balance with an overzealous punch, and Amy punished her for it, sinking a hook deep into Karen's unprepared stomach.

"OoOff!" Karen yelped. Amy didn't let up, banging hooks and crosses into Karen's ribs and head. Now Karen was on the retreat, as her petite trainer walked her down confidently. Karen seemed to be one step behind each of Amy's hits, and soon, Amy hit her with a beautiful uppercut right in one of her high-class tits.

Billy gaped as Karen's breast popped right out of her sports bra. It was beautiful, perfectly formed, with a small pink nipple. Before Karen could do anything, Amy jabbed at her tit with her other hand, hitting it with a stinging jab. Karen yelped and backed away, but it was too late. Amy banged her with another series of vicious punches.

Amy ended her combo with another uppercut, this time directed at Karen's unprepared chin. BAM! went her fist as she hit Karen flush. Karen's eyes went unfocused, and she dropped to her knees, then splatted onto her face on the mat just in front of Amy's perfectly pedicured toes.

Billy's cock was now diamond hard. He couldn't help it, watching two gorgeous women beat each other up. He was especially impressed by Amy, the 5-foot-4 firecracker who had knocked Karen down when even he, boxing champion of his club, couldn't do the same.

Amy turned around and grinned at Billy. "Like what you see?" she asked playfully. Billy could only nod in response.

Karen groaned and writhed on the floor as she awoke. She rolled onto her back, and Amy put her dainty foot on Karen's chest. "This is what you wanted, right? You did say not to go easy on you!"

"Yeah," Karen grumbled as she fixed her sports bra. She glanced over at Billy, clearly irritated that he had seen her downfall.

"You're done for the day," she said to him curtly. Billy got out of there as quickly as he could.

On the ride home, his mind raced. Karen had knocked him out. Amy had knocked KAREN out. That meant Amy could knock HIM out, despite being practically half his size. The rest of the evening, his head was filled with images of the two hot women outboxing him, knocking him out, and fucking his brains out. When he finally went to bed, his cock had been begging for release for hours, and he jacked off to the mental image of Amy knocking him down, straddling him as she taunted him, and then riding his face to her heart's content.

"Auggghhh," Billy moaned as he shot his load, a more intense orgasm than ever. Now in addition to the three women who'd knocked him silly, he knew there was a fourth.

Fuck. Would his degradation never end?