After eluding America's sexiest superheroine numerous times, the seductive and cunning archenemy, The Countess, comes face to face with her! She's been hiding in a beautiful waterfront retreat. Landing at the pier and striding across the lawn, UltraGirl confronts two of her sexy henchwomen, ready to bring these bitches to justice! They see her and attempt to flee, but UltraGirl's superspeed allows her to intercept them and hoist them up by their blouses as they squeal. "Is it going to hurt?!" Slyly, UltraGirl smirks and replies, "Not for me!" As she prepares to dole out her punishment, the Countess catches her off guard and snatches the hero's belt—the source of her power! She orders her dastardly duo to grab Ultragirl and take her to the ground. They oblige, and together with the Countess, they taunt UltraGirl as they muffle her screams by smothering her with a white rag and hogtying the hapless heroine. Eventually, UltraGirl comes to, and she is trapped in The Countess' lair. The Countess is going to teach her a lesson—there can only be one queen. Helpless, UltraGirl struggles against the bonds, stubbornly refusing to accept defeat. The Countess plays with her hair, taunting as the damsel tries to free herself, her ass bouncing as she does so. The Countess runs her high-heeled boots against UltraGirl's pantyhose-clad legs. She's not letting go of this buxom brunette anytime soon. She's going to enjoy having her submit to her will for as long as she can. Those full tits are hers to play with. After all, there can only be one Queen. How will UltraGirl find her way out of this one?!