Karen gets the upper hand.

Karen swept a stray hair off her forehead with her sweaty glove and shoved herself off the ropes. Her face was a little swollen, but her makeup was barely smeared, and her body looked pretty much unmarked.

Billy was ready to end this match. His arms were burning from absorbing Karen's punishing punches, and he sensed that his stamina probably wasn't up to her level. Better to go in guns blazing and end it before he got too tired to seal the deal.

Karen must have had a similar idea, because they met in the middle of the ring and started throwing bombs at each other. Billy's struck first, a haymaker that Karen partially blocked on her arm. Karen's counterpunch slipped in beneath Billy's still-outstretched arm and slammed into his ribs. Billy threw a left hook at Karen's stomach, and she caught it on her elbow. Again she counterpunched, this time hitting Billy in the nose with a stinging jab. As his head snapped back, he felt her next punch thud into his abs.

Reacting to the pain, Billy slid his elbows down to cover his abs. He guessed wrong, though, as the sneaky MILF's next punch was another jab, smacking Billy in his nose just like the previous one.

Billy tried to move in again, and before he'd even half-swung his punch, another jab hit him in the nose. SMACK!

"Fuck!" Billy yelled in frustration, covering his nose and stepping back. It seemed like he had missed his opportunity for a quick end to the match. Karen's boxing was getting noticeably better already.

Karen gave him a smirk. "Not bad for an old lady, eh?"

"You're not old," Billy grumbled. Wait...why was he flattering her? Her sexy MILF punches were scrambling his brain. Turning all his trash talk into fawning compliments.

Time to switch it up, Billy thought. He charged at Karen, body checking her in an effort to drive her backwards. They hugged each other and stumbled toward the side of the ring, moving fast.

Karen's back slammed into the ropes, making the whole ring rattle and all the watching MILFs gasp out loud. Karen's head whipped backward and forward, and Billy could tell she was disoriented. She tightened her grip on him, and he threw a punch into her undefended stomach.

Billy could feel Karen's hot breath on his neck as he knocked some of the wind out of her. Karen was too busy hanging onto him to throw any counterpunches, so Billy kept throwing that same punch to her belly. His first couple glanced off her surprisingly tight abs, but then he found the angle and started hitting pay dirt.

Karen's breathy sighs were transforming into **** moans as Billy continued to slam punches into her gut.

He had her. He knew he had her, he just had to keep this up. He pressed her curvy body against the ropes and kept hitting her. They were so close he could feel her thighs brushing against his, shaking a little from the repeated impacts of his fist into her belly.

Any second now, Billy could feel it, her resistance would crumble.

Any second now.

If only he could breathe.

Without him really noticing, Karen's hug had gotten more dangerous. And now she wrapped her arms more tightly around Billy's chest and shoulders and squeezed. Her deceptively thick and strong MILF arms felt like a boa constrictor. Now he felt the breath leaving his own body with a hisssssss.

He pulled away a little, trying to loosen Karen's grip, and he realized he had lost his punching angle, as she twisted her body. And her grip only got tighter. "Uhhnnnn," Billy moaned. This wasn't exactly a standard boxing tactic, but Billy had missed his chance to instruct the MILFs on all of the rules. For all the audience knew, Karen's momma-bear-hug tactic was completely legitimate. Certainly they were treating it like it was, since he could dimly hear them cheering her on.

Billy grunted and shoved Karen's elbow upward, trying to give himself some breathing room. It didn't work. Karen pushed off of the ropes and somehow got her foot planted behind Billy's ankle. He stumbled and turned, and Karen twisted her body again, driving him 90 degrees around and into the ropes on another side of the ring. Now it was Karen pressing Billy up against the ropes. She pushed on him with her body while pulling on the back of his neck with her arm, dragging his face down against her chest, pressing his mouth and nose into her cleavage. Billy wasn't sure if she knew it, but she was smothering him against her tits, he could hardly get a breath in. He struggled and flailed, and she just squeezed harder.

Suddenly she let go of her bear hug, and Billy gasped in relief.

But Karen didn't let up, she immediately started throwing punches. Billy's guard was sloppy, and her first few hits thudded into his midsection at full power. "Ughghhhhh!" Billy moaned. His arms felt like lead, they couldn't move fast enough.

Billy was on the ropes, and it wasn't rope-a-dope anymore. Now Karen was just kicking his ass, no question about it. She alternated heavy gut punches with quick, snapping jabs to Billy's face.

SMACK, SMACK! Two to the face. Billy's eyes were watering, and he couldn't clearly see where Karen's fists were aimed.

SMACK! SMACK! Two to the stomach. Billy groaned and leaned forward, only to catch an uppercut that flung him back onto the ropes, eyes staring dimly up into the gym lights.

Karen gave him a second, then started punching him methodically in the chest, shoulders, and abs. THUD. THUD. THUD. Billy could feel her breaking down his muscle and his resistance, softening him up for herself.

Karen had her guard completely down, leaving her **** to any attack Billy could make. If only he could move his arms....but they were numb and stinging. Karen was punching him with complete freedom, treating him with no more respect or fear than she would treat a punching bag.

Karen started laughing at him. "Are you serious?" she asked. "Is this it?"

SMACK! SMACK!

"My daughter could beat you up!" Karen exclaimed with glee. Her daughter Selena was a recent graduate, and was about half Billy's size. His face burned with embarrassment at Karen's gloating.

"I'm glad I didn't pay for this class," Karen said smugly. "Otherwise I'd be looking for a refund!"

Billy tried to reply. Something witty about how she was playing into common Karen stereotypes of wanting to talk to management and get refunds and such.

It came out as "Guhhhhh..."

Clearly it was too late for any of that. Billy was half-knocked out already, and the other half was about to arrive. Karen hooked his T-shirt with her glove and pulled him off the ropes, and he stood unsteadily.

"Get ready to be knocked out, loser," Karen said, smacking her gloves together.

Billy raised his guard as best he could. Karen slammed two hard punches into it, blasting Billy's gloves back into his face. Her next punch split them apart with a bang. Her next two punches were stiff right jabs to his face. SMACK, SMACK! His nose stung and he could feel tears coming from his eyes.

She switched to his stomach, bringing him closer to total collapse. His chin drifted to her shoulder, and he could smell her sweat and lotion as she slammed his belly with powerful blows. Each time she hit him, he gasped...and she laughed.

How had it come to this? The match had started so well for Billy. As his mind drifted away into punch-drunk bliss, time seemed to stretch out, and he had plenty of it to contemplate his situation.

He looked at Karen, punching him in slow motion, her fist swinging towards his utterly undefended face. She had a satisfied look on her pretty face, and her shoulders and arms glistened with sweat. He could see the muscles in her arms and legs as she hammered him repeatedly.

She wasn't bigger, she wasn't stronger. At least he didn't think so. She wasn't faster or smarter or better trained. And she didn't have the loaded gloves. She had none of the advantages that should be necessary to defeat a champion like Billy.

And yet she was doing it. Easily.

Then she hit him with the last combination. A solid blow to the chest that took his breath away, followed by a quick strong right hook, and then an even more powerful one. Billy's head jerked to one side and the other with a CRACK! CRACK! Billy felt his strength desert him, his legs turning to jelly, his body collapsing.

His consciousness faded; his perception was no longer a movie, but a series of snapshots.

Karen's victorious face.

Her heaving breasts, barely covered by her tank top.

A close-up view of her painted toenails and the dirty ring floor.

And then darkness.