Lucy gives him her opinion.

Billy gingerly got down from the ring as Lucy approached.

"What the hell was that?" Lucy asked once she was close enough.

Billy didn't have a good answer, and she just steamrolled over him anyway.

"I mean, Carly doesn't even go here. She's not primarily a boxer, she's shorter and lighter than you, she shouldn't have been able to knock you around like that."

Each criticism hit Billy like a physical blow. He wanted to refute her, but there was nothing he could say, because everything Lucy was saying was true.

"Hello? Earth to Billy?" she asked, staring into his eyes.

"I'll be more careful next time," he said lamely.

Lucy seemed unsatisfied. "No more sparring for you, for the moment. Skip to your workout," she said.

Billy trudged over to the weights and started his routine with the dumbbells. The bench he sat on faced the boxers, and Billy low-key watched Carly seek out her next opponent. He watched her firm ass shake in those short black shorts as she walked around.

Soon enough, Billy saw Carly start to spar with Ian. Ian was a less experienced boxer--he was about the same size and strength as Billy, but Billy could easily beat him. Billy wasn't sure who he wanted to win. It would be somewhat vindicating if Carly could beat Ian too. But her ego and attitude would be out of control if she did. Billy wanted to see someone give her the beat-down that he couldn't.

He didn't get either. Carly and Ian wailed on each other for a full ten minutes, but neither of them went down. They hugged and grinned at the end, both sweaty, Ian impressed by her tenacity, and Carly proud that she did so well against him.

"OK, let's wrap it up!" Lucy shouted at them before walking over to Billy. The club members gathered their things and began to leave, but Lucy stopped Billy with a hand on his shoulder.

"You're staying late," she said ominously. Billy got nervous. He was supposed to be over to Karen's by 4. How late would Lucy keep him?

"Wh-what are we doing?" Billy asked, unable to hide a fearful quaver in his voice.

"Just a little, let's call it a diagnostic test," Lucy said. But she was already putting her gloves on and motioning him to do the same. Billy reluctantly obeyed.

Billy watched Lucy stretch and flex her muscles as he put on his gloves. She was petite, but had definition for sure.

She pounded her fists together in a silent signal for FIGHT, and Billy came out swinging. She wanted him to prove he could still fight, so he would prove it.

Except his arms felt like lead, and Lucy was faster and sharper than any of his previous opponents. She slid away from his first several punches, and he caught nothing more than her hair or the edge of her shoulder. He tried to back her into a corner, but she sidestepped and skipped back to the center of the ring, with him plodding after.

"Your footwork is just as bad as usual," she remarked dryly. This had been one of her frequent tips, maybe the most frequent. Billy paid too much attention to strengthening his upper body, she said.

Billy retaliated with a stiff jab that Lucy caught on her fists. Then he threw a series of quick hooks at her tight abs. Lucy shrugged away from them, but let the last two hit her square. She grunted, but didn't slow down.

"Your punches are weak," she said. Was she taunting him or just making observations? Either way, it was breaking down Billy's confidence.

He threw another punch, and Lucy slapped it right out of the air contemptuously.

"Where's your speed? Where's your power?" she demanded. Billy's face turned red from the embarrassment. He also felt a twinge that meant his cock was beginning to get hard. Again. He could only hope she didn't notice.

Now Lucy went on the offensive. She banged a couple of jabs and crosses into Billy's raised forearms, and he shrank backwards, his bruised arms unable to stand up to her.

She feinted a punch, and Billy flinched.

"Where is your confidence?!" Lucy cried out. "I used to have to scold you for being cocky, not that it ever mattered. Now all of a sudden you're wincing away at every punch!"

Angrily, Lucy hit him with a series of fast, hard punches. Her small fists were fast and lethal, nothing like the loaded gloves as worn by Heather. They might not knock him out, but they were great at causing pain.

Lucy's glove dug into Billy's ribs. "AAAGH!" he groaned in pain, his guard sagging.

Lucy took the opportunity to drill Billy in the face with two quick jabs, during which all his brain registered was Lucy's round little bicep tensing up in between the two jabs.

Billy's head jerked backwards as the second jab hit him, and his eyes went blank. Lucy swung a hook toward the point of his jaw, expecting him to block it or dodge it. He did neither.

BAM! Her punch hit him right in the jaw and knocked him out instantly.

"Oh!" Lucy cried out in surprise as Billy's frame went limp. He stumbled forward and collapsed onto her. Lucy stepped back and Billy slid down her body, eventually hitting the floor, his face at her feet.

The sad part was, Lucy hadn't even meant to knock him out. That had been a half-power punch, just meant to teach him a lesson about leaving his chin open. Granted, it was perfectly aimed, like all her punches. But it still shouldn't have slept him.

Lucy unlaced her gloves and used one dainty foot to roll Billy fully onto his back. His arms flopped limply.

Lucy couldn't help but notice his cock, which was fully erect and straining against his shorts. She held a hand in front of his mouth to make sure he was still breathing, then sat down next to him to wait for him to wake up. They needed to have a serious discussion about whatever was going on with him.