Kelly Brook versus Kate Upton
(Titfight IV)
The Ides of March*

 
All eyes turned and watched watched as Kelly started walking towards the mat, her dark hair flowing down her shoulders and a sizable rack bouncing on her chest. The tall brunette was the first to start to undress, peeling off her sweater and revealing a tight sports bra which covered a pair of large, tanned orbs. With a small smile, Kelly began pulling the top upwards so that her boobs distended, pulling up with the garment before eventually beginning to slide. They fell to her chest and wobbled slightly before settling, her nipples pointing straight out. Kelly's impressive tits didn't sag much, if at all, and everybody here had seen them beat countless other sets over the years.

Back on the mat, Kate's tits rose with the shirt, then slid out, bouncing against her chest as they hem could no longer contain them. The blonde's large, round rack settled down with a soft smack, and I watched as those big jugs bounced and jiggled on her chest for a moment. The ripples quickly calmed down, however, the American's boobs looking full and firm. Kate grinned at her opponent, a look of pure confidence on her pretty face. Still, there wasn't much difference between the girls in terms of size or visible firmness, at least not from what the crowd could see and right now, they could see it all.

“Hmm, not bad for a blonde, I guess,” Kelly smirked, "But that's not gonna cut it here.”she laughed, throwing a quick smirk at Kate, who flushed a bit. "I've flattened enough girls to tell a nice rack from a great rack, and yours is nothing special. I'm going to have so much fun playing with those big pillows after I've won."

Just as Upton was getting ready to respond, the brunette shoved her firm boobs into Kate's round globes. Both sets seemed to refuse to yield to the other, displacing only slightly at the point of contact. Kate's face registered the contact more out of surprise than anything, as neither woman seemed put out by the first touch. Everybody leaned back and watched the girls go at it.

They were tentative at first, simply pushing and shoving their sizable breasts into each other. As Kelly's right would meet Kate's left, both would flatten at the point of contact. It was not always tip to tip, and Kate's tit sometimes looked as thought it was impaling Kelly's boob, forcing the brunette's flesh upward and outward from the point of impact. When Kelly's heavy gland pushed against Kate's from the exterior, the same thing happened, and the blonde's tit seemed to yield momentarily.

Each pair held its shape quite well, regaining their round form as the invading pair retreated. Neither woman said much, save for whispers that weren’t audible. Everybody looked towards Kelly, who had instigated the stance both women were in. Each girl had her hands on the other's hips, keeping their breasts in almost constant contact. As their tits slid over each other, sweat began to build. Their boobs bounced and shook - while Kate seemed to notice the effect it was having on me. Her plump lips curled into a smirk, the blonde looking more confident by the second. Next though, Kelly had lined her tits up and pushed forward. The move shoved Kate's boobs back, and it seemed as though, just for a moment, the blonde's heavy jugs were making way for Kelly's full, round tits.

“Yeah, look at those big, soft boobs open up for me...” Kelly said. She shoved again, and once more, Kate's heavy mammaries yielded slightly. The room had grown completely silent, and all eyes were looking for signs of one pair gaining the upper hand.

“Like this, you mean, b*tch?” Kate hissed angrily, and shoved back. This time, Kelly's boobs flattened more, receiving more of the blow's force. It seemed things were about to escalate, and many were surprised when they didn't. Both women were wincing slightly, but light shoves forced some of the flesh outward, and the advantage was held with the person beginning the contact. If Kelly shoved her big tits into Kate's chest, the blonde either saw or felt her meaty jugs flatten out from the surface. And when the blonde pushed, Kelly's round breasts seemed to allow access, her flesh visibly pushing in. Everybody wondered which girl was more uncomfortable, but neither seemed to give any indication that an advantage had been gained.

Kate's hands moved first, sliding up to Kelly's toned shoulders. The older girl stopped pushing, instead leaning down and firing a shot from below. Kate's boobs bounced up, jiggling delightfully as Kelly continued the blow, shoving her globes into the underside of the blonde's big rack. Kate's heavy breasts flew up, rolling from the impact, and the blonde groaned as she felt the blow connect. Everybody watched as Kate's breasts settled on her chest and Kelly reared back.

The busty American's tits dented at their center before springing back. She grunted, and Kelly put her experience to good use by trying to spear Kate's large breasts again. Kate's hands tightened on Kelly's shoulders, but she didn't move in time.

Kelly's swing changed again, and Kate, unfamiliar with the brunette's strategy, was having difficulty anticipating this new line of attack. A shot from the girl's firm left breast slammed into Kate's right, forcing the new champ's dense boob to wobble. Kelly repeated the move with her other breast, and soon Kate's tits were both shaking on her frame.

But Kate was quick to retaliate, and slammed her large breasts into Kelly's pair. The brunette's tits, sizeable in their own right, almost looked as though they'd been partially swallowed for a moment before Kate pulled back, slamming forward again so rapidly that her opponent barely had time to register the blow before the next strike. Kelly grunted and groaned as Kate's thrusts slammed into her foe’s ample chest. As the brawny blonde pulled away, everybody saw that both girls' tits had already begun to redden impressively.

Kate pressed her advantage, swinging from the left to force her heavy left breast into Kelly's left. The older girl's flesh shook and wobbled over her chest as Kate held her breast against the brunette's. With a satisfied smirk, the blonde began sliding her heavy, round tit over Kelly's equally meaty counterpart. The experienced brunette groaned as she felt the mass of flesh push her own breast inward, shifting both the surrounding tissue and core of her tit. Kelly's boob slid back as Kate continued, the latter pressing her flesh into the brunette's other orb.

"Sh*t," Kelly groaned, causing her opponent's pretty smile to widen. The blonde had an almost predatory look in her eyes.

Kelly's right tit was pushed outward, before being covered by Kate's breast. Kate pulled back suddenly as the brunette's full, round jug bounced back into its original position. The young blonde slid back, using her right breast to try to repeat the maneuver. Kelly moved quickly this time, however, striking without warning by pulling back and slamming into the underside of Kate's rack. Her left breast made the most impact, this time slamming into Kate's right tit, forcing the blonde's dense flesh up toward her shoulder. Kelly followed up by grinding her right tit into the American’s left, shoving in so that Kate's boob slowly pushed out.

The blonde groaned as her tits were pushed inward slightly, but responded in kind, starting to roll her torso against the older girl's rack. Both fighters were doing their best to grind their solid boobs into the other's waiting teats, grunting with exertion and discomfort. The audience watched as the young blonde's full pair managed to slide on top, their considerable weight starting to weigh down on the brunette's jugs. Kelly's face turned into a wince, and she pushed the blonde away, taking a small step back.

Kate pounced, dipping her waist just enough to send her wrecking ball mammaries into the underside of her opponent's large orbs. Kelly's boobs took a powerful hit, flattening slightly at the bottom while the bulk of her mass shifted upwards, wobbling up her chest. Her dark nipples danced as Kate's attack shook the older girl's sizable tits. The curvy American shifted her weight, and before the brunette's round, heavy-looking boobs stopped jiggling, Kate's right breast slammed into its counterpart. Kelly groaned loudly as she felt her right tit get mashed inward, and again, Kate poured on the pressure. Soon the blonde's right breast was burrowing into Kelly's left, while Kate's left tit was trying its best to flatten Kelly’s right boob. The look on Kelly's face seemed to be between shock and pain. Her eyes were wide, but her mouth was tight and angry-looking.

“I can't wait to see what these look like when I'm done,” Kate breathed out, grinning smugly. “I bet they'll droop even more than usual.”

“Speak for yourself, Blondie,” Kelly hissed. The tall brunette pulled away with a sudden burst of strength, reminding everyone of her athleticism. Kate kept her balance, and soon the girls were again circling each other. They both rubbed their sore breasts, and I enjoyed watching their flesh bounce and jiggle as they dropped each boob.

“Can't take the heat, old woman?” Kate taunted.

“You're going to pay for that, little girl,” Kelly said, her voice edged with promise. The girls advanced quickly, and both pairs of tits slapped against each other loudly. Everybody watched four young, nubile breasts wobble and shake away from the other, driven by the force of impact and the density of their glands. Both women winced, but both also thrust their chests forward again. While the impact was lessened because of the lack of momentum, neither woman seemed to hold back and both pairs of ample breasts quivered as the women pulled apart.

Kate ensured she wouldn't lose momentum through the lack of effort, stepping quickly to her left to bring her torso snapping back. Her own breasts distended for just a moment as the motion pulled them away from her chest, then Kelly's right breast flattened at the point of impact, where the blonde's right breast slammed directly into Kelly's. Both girls grunted, having identical looks of pain on their faces. The American slowly rolled her torso, sliding her solid boobs through Kelly's. The older girl's right tit dented and flopped inward, meeting Kate's left tit as the two fighters hugged each other, resting their sweaty foreheads together. After some impressive moves, both women seemed to be tiring.

“You done, Big Tits?” the young blonde panted, grinning at her opponent. “You might as well say it now: Me beating you before was no accident. I just like flattening your weak, sof-”

The end of Kate's sentence was drowned under a loud growl. Faster than anybody had thought either woman would be capable, Kelly sent a shot into the underside of Kate’s big boobs. The brunette's attack sent Kate's tits shaking uncontrollably upward, and Kelly grabbed the blonde's shoulders before the latter could move back to regroup. The new champion's big boobs were still wobbling when her opponent moved forward, and Kelly slammed her tits forward, once again displacing the blonde's meaty tits. Both sets seemed as though they'd softened, but it was Kate who grunted as Kelly's big boobs invaded her heavy pair.

The crowd looked on with anticipation as Kelly pulled away, apparently preparing for another blow. This time Kate was quicker, however, stepping back before slamming forward herself. Kelly's eyes widened as she felt Kate's big, firm breasts connect with hers. Both pairs flattened at the point of impact, and slowly, the blonde pushed forward. Kelly groaned, but Kate's hands slid up from Kelly's hip and within seconds, the brunette was pulled into a hug.

Both women groaned as the blonde closed her arms around the brunette's sculpted frame, their sets mushrooming against each other. Two pairs of large, firm jugs were pushed out more and more as the blonde increased the pressure. The crowd remained silent while the two women ground against each other, listening closely to the wet smack of their heavy tits against each other and their grunts and gasps as their nipples scraped against the opposing flesh.

Easing her grip slightly, Kate began swinging her torso back and forth, lifting her legs to push Kelly's tits up. The older girl responded, swinging her own torso in an opposing rhythm. With each pass, one of the pairs of tits seemed dominant. First the younger girl's big, proud jugs rode over Kelly's breasts, melting around them and swallowing them, while on the next pass, the brunette's meaty tits seemed to push into Kate's rack. While it looked like the blonde's boobs didn't move quite as much Kelly's, their unusual tint made it clear that the brunette's large breasts were causing significant damage.

The stalemate lasted for probably just over a minute, but as Kate let go of Kelly's shoulders, the older, more experienced girl pulled the blonde into her. Kelly moved quickly, forcing her set into Kate's. The first shot came from the right, a strike that sent the blonde's tit slightly down. Kate grunted and dipped her hip forward just a bit so that her tits only received the glancing blow from the other swing. As Kate's tits flew by her own, the brunette slammed upward again, sending her big tits into the blonde's from beneath. While it lacked the visual impact, the physical impact was apparently very real.

Kate tried to step back, but the brunette struck quickly, sending a swinging blow from her right. Her big tits slung to her right, slamming into the blonde's torso, making Kate's breasts tremble over her chest. Kate groaned as she felt the blow take its effect, and staggered back.

“Just where do you think you're going, champ? I want to flatten those big jugs,” Kelly grinned. "Didn't you say they were better than mine?" To the surprise of all, Kate answered with a smile of her own. “Yeah, I did,” she murmured, her voice dripping with determination. "You've seen how my big, firm boobs crushed so many perfect racks. And now, you'll get to feel them flatten your puny tits, too."

The tall brunette raised an eyebrow. "Cocky until the end, huh?" she replied, looking amused as she smirked at the shapely American. "I'm going to love watching you face as I tame those cute little tits."

As Kelly moved forward, Kate surprised everyone by slapping her arms around the brunette, and trapped the older girl's arms to her side in a bear hug. Kate shifted so that her tits were laying completely on top of Kelly's, and Kate grinned, whispering something into her opponent's ear. The brunette struggled mightily after that, but Kate tightened her arms and began to slowly grind her tits into Kelly's orbs.

The crowd admired Kate's control over the athletic brunette, whose toned arms bulged as the girl tried to get loose. Kelly kept squirming, struggling stubbornly, and both women began showing signs of discomfort on their face. Kate was twisting the brunette to the best of her ability, shaking her opponent so that their tits kept sliding over and around each other. Nobody could see either pair gaining an advantage, but the crowd did note the sheen of sweat becoming more and more noticeable as their chests glowed in the light. Kelly's groans grew louder as the blonde began shifting more violently, rocking her body back and forth.

After a while, she began moving in a circular motion, trying to push Kelly's tits up and down and then right and left. Kate's boobs seemed to be gaining ground, but the brunette fought back, trying to push her own tits into Kate's. The stalemate held, Kate shifting while Kelly tried to match and grind.

The brunette pushed up, seemingly hoping to push her tits on top, but Kate pushed down in response. Kelly's tits flattened visibly, and there was a collective intake of breath. I watched Kate's pretty face turn increasingly smug as the young blonde lined up their boobs, shoving forward. Kelly pushed back, but this time, her tits caved in. Both the visual of watching Kelly's tits splay out as Kate pushed forward and the shocked groan that escaped the older girl's mouth indicated the fight's end. Letting out a deep, satisfied sigh, the blonde began pushing her opponent's tits around. Kelly's tanned jugs flopped around on her chest while Kate's globes retained their shape for the most part. The crowd noticed the blonde licking her lips while she played with Kelly's softening boobs.

“Fuck yeah,” Kate whispered. "Watch them mold around my better boobs." The blonde gripped her rival's shoulders and tried thrusting again. Kate on the other hand did nothing, and watched, as we all did, while Kelly's outmatched tits splashed around the blonde's stronger pair. Kate's tits shifted, while the brunette's boobs folded and spilled around the opposing set. Kelly groaned loudly when Kate finally decided to push back, forcing the tall model's tits back into her chest. The brunette's hands slipped down to Kate's nicely rounded waist.

“I crushed your best assets, Kelly,” the blonde said, staring her beaten opponent straight in the eye. "My champion boobs just pancaked your weaker set." Kate moved her tits into Kelly's jugs once again. She made it a progressive thrust, and as she moved forward she pushed more and more of Kelly's boobs against her ribcage. She finally stopped and the brunette looked down, shaking her head. Kate just smiled, and whispered something. She then shoved her winning boobs into Kelly's more forcefully, this time obliterating the last bits of resistance in the brunette's big mammaries. The older girl's flesh splashed against her ribs again, held in place by Kate's better boobs.

As the blonde pulled away, Kelly cupped her sore tits and began massaging them demurely. “I surrender,” she gasped, looking flustered. “You beat me, Kate. Those amazing boobs completely crushed my useless bags. You have the best tits.”

“D*mn right, Kelly. You know, you could've avoided a lot of trouble simply by admitting that in the first place,” Kate grinned, giving her beaten rival a patronizing look and earning a few giggles from the audience. Nearly all of them came from Americans, with the rest of the crowd watching in silence. "Still, I can understand why you wanted to try your luck anyway. Those are pretty nice tits. It's no wonder you're one of the top guns here." The brunette shrugged a bit, making her tenderized chest jiggle enticingly, and clearly, Kate’s dominance had been established.

“Thanks. It's just too bad they're not as good as yours.” the brunette murmured, choking back a sob. Kate reached out for a hug, and the older girl, though initially hesitant, obliged. Those assembled watched greedily as the blonde's big tits pushed against Kelly's sore jugs, Kate's solid boobs flattening the opposing pair once again. The blonde leaned forward, kissing the older girl's cheek and whispering something in her ear. Then, suddenly, Kate smiled. She ran her tongue across her lips slowly, making sure she had the full attention of the crowd, as she then mouthed two words:

You're. Mine.

And right now, Kelly couldn’t deny it and Kate was loving every minute of it as she continued to humiliated her humbled rival any way possible Kelly couldn’t have denied it if she wanted anyway as Kate guided her foe’s face down to her chest, making Brook worship her triumphant titts as she tossed her back with a loud moan. Biting her bottom lip in enjoyment as Brook’s face disappeared between her proud cleavage, arms encircling her face as she fed her jug so very deeply. Brook’s tongue lapped across Upton’s breasts as she sobbed into them, just forcing Kelly to kiss, admire, lick and cherish Upton’s tits to Kate’s complete and utter satisfaction. This, of course, took a long, long time until Kelly had worshipped every single inch of Kate’s cleavage over and over and over. Finally, Kate locked on a brutal front sleeper to lock her face into hated jug as she held on like a python just soaking up every last sob, breathe and cry from her prey until Kelly went limp. At that point, Kate just released her and let her pool at her feet, unconscious and looking broken once as those who had warned Kelly that competing tit to tit against Upton might be a mistake watched in concern and Kate looked resplendent, sweaty and triumphant as she claimed Kelly’s tits for her own after another epic battle.

The hatred between the two was only intensified after winning the current titfight and evening up their series at 2-2, though nobody present seriously thought it would stop there. Neither of them would stop until the other was broken - so deep was their hatred - and the crowd couldn’t wait to see more between these two proud and busty fighters. Odds are they wouldn’t have to wait long...

*We would like to take a moment to state that the results are modified and adapted from a match by Augur in his fantastic ‘Titfight Academy’ series, which you can read over at the Free Catfights forum. If you haven’t and you’re interested, please feel free to check it out. I’ll be happy to provide the link to anybody who wants to. Future matches will also be adapting a few of the matches in the series and if we adapt any other work, we’ll continue to give credit where credit is due. While we have added to and changed the work to reflect the current rivalry between Kate Upton and Kelly Brook, we hope you enjoy the story!