Tracy has been embarrassed, humiliated and taken advantage of in her first encounter with Sharon and has nothing but revenge on her mind as she eagerly awaits her rematch. Once again, the girls set their own rules and decide upon an all-out catfight in sexy lingerie, with the loser to lick the winner's clit. Each looks delicious and each wants the prize desperately as the catfight see-saws with lots of hard fighting, slapping and breast smothering. Finally, Tracy takes control and is it ever payback time as she and brutally humiliates and pummels her tormented victim.