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"Wow, Octavia, this is, uh, this is..." Twilight looked around, not entirely sure how to describe it, "This is really nice."

And it was. She knew Octavia was a fairly well-off mare, of course, the woman was a very successful cellist, after all, feted in the halls of Canterlot, but it had never really occurred to Twilight just how... Ahhh, well, just how 'well-off' well off could be in Canterlot terms. The grey mare may have never actually left Ponyville herself, but she certainly lived like a Canterlot pony, and her bedroom was the size of most Ponyvillian's living rooms.

"I thought so; a nice place to do some less-than-nice things."

That was the point, of course, lest Twilight forget. They weren't just here to have fun (not that there was no fun to be had) they were also here to explore Twilight's newfound love of boxing. She'd learned the art, the 'sweet science' as it was known (though Twilight found almost all sciences to be sweet) for her contest with Trixie. Somehow, despite all precautions she'd taken with their secrecy, word of the bout had somehow gotten out. Of course, when that happened, she had expected damage to her reputation or perhaps taunting. She hadn't expected an invitation to a private bout with one of the more well-respected mares in Equestria. She hadn't expected Octavia to be into that sort of thing, or even to be in particularly good shape.

Of course, she didn't know why that was. It's not like a cello was a particularly light or easy instrument to carry, after all. It was heavy, incredibly so, and the ability that Octavia had to keep playing for what seemed like hours meant she had a good amount of stamina as well.

Nevertheless, it was strange, seeing her standing there, clad only in boxing gloves, just like Twilight was. She hadn't expected her to be such an athlete, but here she was, in a ring, in her bedroom, with a body that looked like it was carved out of solid granite. Twilight walked to the center of the ring, holding her gloves out, offering the traditional touch of respect. It was nice, after her bout with Trixie, that Octavia met it, too.

"Thanks," Twilight smiled.

"For what?" Octavia responded.

Good question. Twilight scrambled for an answer before finally offering "not cheating?"

Octavia gave a confident smile, "Twilight, I would never cheat. Nor would I need to~"

It was a confident boast, but Twilight didn't mind boasting, as long as it was backed up by skill in the ring as opposed to by cheating for a few cheap advantages. They stepped back, and raised their gloves, staring each other down.

It was a different feeling than the fight with Trixie. Trixie she'd known what she was doing, she'd read up on it, but, more importantly, knew her opponent probably HADN'T, and that made things easier. She couldn't be too intimidated by an opponent who had no clue what she was doing. Octavia was a different matter, the smooth, relaxed movements of the grey mare let Twilight know that she did, in fact, know exactly what she was doing, and there was a good chance 'what she was doing' would soon include repeatedly punching the purple pony in the face.

They circled, Octavia bouncing lightly on her feet as they did, watching Twilight's every move. She felt like prey for a more powerful creature, Octavia's soft purple eyes following every minor twitch of her body. She stepped in and tried to throw a few light punches to Octavia's face, but the grey mare dodged out of the way or caught them on her gloves. Then, just as Twilight was trying to throw another jab, she was rocked by a left straight to the face.

The pink glove caught her in the muzzle, and hard. She stumbled back, wary, her hands up, expecting a second blow. None came. Octavia just waited, gloves up, ready for another counter. Overly aggressive attacks were good for amateurs, but a highly trained opponent would rather wear you out. Twilight noted the demeanor before stepping in again, reading another blow.

The very second she drew her arm back, the glove thudded up under her breast, catching the full, heavy flesh as a cinderblock swung in a stocking. Twilight reeled back, hands out just a little bit on instinct for balance, and then Octavia struck. She wasn't going to force anything, but she also wasn't going to pass up such a golden opportunity. She followed the reeling mare, stepping in so fast Twilight couldn't even see her feet move, and then unloading with a full-power straight to the muzzle. The purple princess was rocked by the blow, her eyes rolling a little in her head, not getting enough time to respond to one attack before another crushed into her body and knocked her a few steps back. She knew what was happening, just like she had with Trixie, Octavia was using her superior speed and skill to control the ring, to bully her back to the ropes and keep her from setting her feet to fight back.

Knowing what was happening, though, was a far cry from being able to STOP it. She was still reeling back, but she put out one leg back and locked to stop herself. No sooner had she done that, though, when she felt a crushing haymaker slam into her midsection, pounding against her untensed abs like a cannonball. Stopping so quick already had her instinctively starting a forward lean, which meant that the counterpunch was that much more brutal to receive, adding her own momentum to the blow that struck hard and sent saliva spraying from her lips that she kept drooling out as Octavia ground her gloves into Twily's wounded abs.

It felt like a good way to demean her. And it was. But it was more than that, too. It was a good way to keep her too distracted to focus on what Octy's other glove was doing. While the purple alicorn was drooling and bent double from the blow, Octavia was readying the second shot, which screamed towards Twilight's face. It was a crushing overhand, striking right below the horn, the glove even catching the sensitive appendage, and Twilight was sent reeling back from a blow again. She could only be thankful that the ropes were there to catch her since she wasn't sure she would have caught herself.

Twilight would have been tempted to taunt her opponent in a position like that, but Octavia was all business. The cellist stepped in once more and continued to throw quick but hard blows at Twilight's face. Even stunned Twilight had her wits about her enough to tell that she wasn't going to be able to block them. Somehow Octavia managed to bring the punches as fast as jabs but as hard as haymakers, and it was all the purple pony could do to just raise her gloves and try to absorb the hits on the leather. She was lucky enough that it at least (mostly) worked, but the blows kept coming, hard and fast, to the point she could no longer even really SEE the shots, just feel the impact on her gloves and hear the low thud with every blow against the leather.

She wasn't taking hits, but Octavia wasn't tiring, either, and she didn't want to wager that none of these rocket-power blows wouldn't connect before the grey mare's stamina gave out. She needed to throw a punch, she needed to do SOMETHING, and she blindly threw out a fist at the location that she could only HOPE Octavia's face was. It was a wild, rocketing blow, one that would have gotten her laughed out of most training schools, but lucky for her, it was also right on the money. It only takes one good shot to rock an opponent, and good doesn't always mean the same thing as pretty. The looping hook jarred her wrist on the impact, but she could tell it was hard enough to hazard a follow-up attack.

It was a lucky blow, but a lucky blow was still a blow, and she was going to need any advantage she could get. She stepped in once again, turning her unsteady sway into a part of the attack as she brought her lowered left fist up against the grey mare's breast with a bruising uppercut. It was clear from the half-second that she had to look into Octavia's eyes that the other woman was reeling from the blow. She wished she could take credit for it, but she was well aware it was just luck that she'd hit like that and no trained fighter would be out of the match for too long based on that type of blow. If she couldn't follow it up, Octavia was going to be able to set her feet, and Twilight didn't feel too confident about her chances if the other mare was able to refocus.

Knowing she had only a matter of a half-second or so to capitalize, Twilight stepped forward, throwing her entire shoulder and bodyweight into a second ducking uppercut that caught the concert cellist on the chin. Octavia's head tilted back and her legs gave out, the grey mare looking like a marionette with its strings cut as she simply collapsed to the ground.

It was a good feeling, seeing her opponent go down like that, and she needed the break. Twilight bent over, panting for a second or so before starting the count. It felt nice to have knocked Octavia to the ground... At least for the half-second or so it took before the grey mare rose to her feet once more.

"OH SH-!" Twilight exclaimed as she saw Octavia rise, then her shoulder lower to prepare another punch. She tried to bring her gloves up in time to block the shot, but there was no chance of that happening. Octavia's glove connected to the side of her head, and she stumbled, legs unbalanced, and the world starting to get foggy from the impact. She brought her hands to her face, partially to prevent whatever blow was going to come towards her next, but just as much to try to cover her eyes against seasickness. Closing your eyes was supposed to be helpful, she'd heard, and the whole world seemed to be rocking like the deck of a boat in a hurricane.

Now she was in trouble, and unlike Octavia, she didn't have the experience of absorbing blows and recovering to protect her. Her knees were shaking, her arms heavy, her hands just barely up in front of her face. She looked through her forearms like they were the bars of a prison cell to see her approaching opponent, seemingly readying a blow that could easily knock her to the ground and take her out of the match completely. She couldn't afford to take the punch in this condition, but she was just as unable to block. She would have to move her hands quick to intercept a heavy hook like Octavia was about to deliver, and at this point, she wasn't entirely sure she could remember which arm was left and which right, much less move either in front of a cannon blast.

She didn't have the reflexes to block, or the balance to evade. She was going to go down, one way or another, so she might as well save herself the trouble of being punched in the face beforehand. She just went to the ground, feeling the wind of Octavia's hook punch blow her mane out of the way above her head. The ground rushed up to her, and her assumption about her reflexes was proven right when she found herself barely able to throw her hands out to avoid taking a knockout blow to the head from the mat, much less Octavia's hand. Her head buried for a moment in her gloves, on her hands and knees, she gasped and panted out "I thought you... Had to wait... And say you were ready to keep... Ah, to keep going."

"I punched you in the face, dear, I figured you could pick up the implication."

She supposed that in the official rules that she'd seen, it had only required her to 'clearly signal' her intent to continue the fight, and it was hard to think of a more clear signal of her desire to keep going than a punch to the face. Those were rarely delivered as a kind of common greeting, and there wasn't a much better way to say 'I'm still fighting you' than, well, fighting someone.

"One. Two. Three. Four." Octavia began to count, and Twilight shook her head. Fine, if that was an acceptable way to continue, then...

"Six. Sev-AH~!" Twilight kicked off her back feet and rose from her hands and knees to throwing a heavy uppercut in one motion. It wasn't a pretty attack and had it not been for the slight slowing of momentum that came from her fist striking Octavia's face, it probably would have ended up as some sort of bizarre fish-flopping in the grey mare's direction. As it was, once again, 'Beginner's Luck' helped out and her fist connected with her opponent's jaw. The heavy leather crushed into Octavia's cheek, and once again, the grey mare stumbled, reeling away from the punch. The impact itself allowed Twilight the ability to regain her balance, but only by a little. Octavia, meanwhile, stumbled a step, but then caught herself, and just kept retreating. Twilight may have been mostly out of it, but she had enough knowledge of the fighting style to know a knockout counter would come as soon as she was in a position to deliver it. She didn't have a choice but to follow up her blow before she had even set her feet. She as much stumbled after Octavia as she did follow up the punch with a second. She took a step, then two, chasing the retreating grey mare, and then threw herself forward once again, using her entire body weight and launching off her back feet for a powerful Supermare Punch.

Her glove connected once again, just like it had before with her uppercut, and Octavia's had jerked back like her neck was on a spring. Both of them were unbalanced now, staggering, and the pair stumbled into the ropes as one. Twilight must have been stronger than she thought, or at the very least, the attacks were lucky and Octavia wasn't prepared to be hit. The two mares were pressed together, body to body, breast flesh mushrooming out against breast flesh, body pushed flush to body, breaths coming slow but heavy.

Twilight felt Octavia's muscles tense, knowing the other mare was trying to push her away. She also knew she couldn't afford to let that happen. She latched on like a lamprey, pressed cheek to cheek like dancers, her arm around Octavia's back.

"For someone who thanked me for the glove-touching, you certainly seem to like dirty boxing."

Twilight panted, her head against Octavia's cheek, "Don't worry... I'll dock myself points on my scorecard."

Octavia chuckled at that, despite her clear lack of balance and orientation, she nevertheless had enough left in her to push out. She leaned forward, and her rocky muscles flexed as she pushed Twilight backward. The purple mare grunted, but she was tired, and quite frankly, not nearly in as good shape as Octavia. She felt herself pushed backwards. She couldn't stop the push, but she could avoid being pushed away far enough that Octavia could get some range. She would just have to count on the grey mare being unable to really deliver her power-punches from the clinch range. Leaned upon Octavia, she was forced a step back, then to, but every step she took, she dragged the grey mare with her.

"Very... Persistent... Aren't you."

"Wouldn't have... These wings... If I gave up easy," Twilight answered, scenting Octavia's sweat with every breath. The other mare was tired now. Octavia had peppered her with blows all battle. Twilight had only managed a few but, whether through luck or power, they'd been enough to bring Octavia to a dazed state that was, if not identical to Twilight's, at the very least similar. A good hit could bring either of them down, she just had to find the right position. Her muscles burned as she tried to clutch close to Octavia.

"Let... Go..." Octavia growled, and Twilight could not only hear the frustration in her voice, but feel the tenseness in her muscles.

"If I do that... You'll knock me out..."

"Of course..."

"You see why I'm reluctant..." The pair continued, bodies crushing close like sumo wrestlers, Octavia trying to force Twilight away, Twilight trying desperately to hold on. But her muscles were on fire, shaking, weakening, and she knew it was only a matter of time before she had to let go.

"Come on... Just... Take... Your hands... Off me..." Octavia grunted.

"You know what..." Twilight responded, "FINE!" With that, she released, the world, once stabilized by Octavia, resumed its storm-ridden ship tilting. With only one last chance, Twilight swung a hook at Octavia's head with all the power she had and felt a satisfying thud as fist impacted temple. Twilight stumbled with the impact, even as Octavia collapsed to the ground, and was fortunate to fall into the ropes herself. She leaned in the corner, watching Octavia lie motionless on the ground.

"Okay... Okay... Right..." She shook her head after a few seconds, trying to clear the cobwebs, "Count." She nodded as if confirming it to herself.

"One. Two."

Octavia continued to lie on the ground, though Twilight could see some motion, a few twitches of arm and leg.

"Three. Four."

The motions became more fluid, now, as Octavia's wits returned to her. Twilight practically prayed to the princesses (well, the other ones) for the mercy of Octavia not regaining her strength enough to rise.

"Five. Six."

Her prayers seemed to not be granted, as the grey mare pressed her gloves against the mat, and tried to force herself up to her feet.

"Seven. Eight."

Her muscles tensed, shaking, struggling to manage the task of standing, while Octavia herself fought against her own eight, and finally managed to lift up one arm and pull another knee in front of her. Twilight could barely watch as the moment of truth came.

"Nine."

Octavia's head rose, she looked at Twilight and...

"Ten!"

Octavia collapsed onto her back. Twilight could scarcely believe it "I WON!" She exclaimed, "I WON I WON I WON!" She hopped in the air, the way she had as a filly when accepted into the Canterlot school...

And promptly remembered why she'd been leaning in the corner to stand. She stumbled and fell forward, her face buried in Octavia's breasts. The grey mare lay spread-eagled on her back for a moment, before one arm flopped up and landed on the back of Twilight's neck.

"You won. Good job."

"ERRR WIRRR!" Twilight cried out again, somewhat muzzled by breastflesh.

"One bit of advice though..."

Twilight raised her head. "Mmmmm?"

"In the future... After the victory... Try to stay on your feet. Kind of... Takes something out of your celebration."

Twilight nodded. That made sense. Good to know! With expert coaching like that, she could be a champion in no time!