Billy Muscles Up


By johnd7102000

My name's Josh and I can't believe what's happened to my friend Billy in just the three months we've been in 7th grade. Billy and I are both 12 years old and we go to John Marshall Junior High School. My school has grades 7 through 9, so the kids range in age from 12 to 14. Billy and I spent last summer doing what normal 12-year-olds do - hanging out with friends, playing computer games and skateboarding. We loved to skateboard - and we were pretty good at it. We could do some radical moves. But the one thing we couldn't do was handstands on the board because our arms were too weak. You see, three months ago we were pretty skinny. About 5' 5" tall and 95 pounds. Skinny little 12 year olds. Well, I'm still a skinny kid, but that term sure doesn't apply to Billy any more. But I'm getting a little ahead of myself. Lets go back to September.

Billy's voice changed just before school. It was still cracking and sounded kind of funny sometimes. Still, I was jealous because he sounded like a man and I still sounded like a boy. But except for that, Billy and I had exactly the same bodies - ordinary, skinny 12-year old bodies. Billy has blond hair, steel blue eyes and really white perfect teeth. He has the kind of skin that tans really easily. He always seems to have a golden tan and his tan skin really looks cool in contrast with his light blond hair. I've got brown hair and brown eyes - kind of plain looking. I have to admit it - I'm not even close to being as handsome as Billy.

In gym class on our first day at school, we all took a physical fitness test. Billy and I could each do only 5 pushups, 1 pull-up and 10 sit-ups. We were pretty weak. Some of the boys could do 25 pushups, 10 pull-ups and 50 sit-ups. We weren't the weakest, though. Some of the real nerds could only do one pushup, no pull-ups and 2 sit-ups. Even still, Billy and I felt really weak. Some of the kids in class flexed their arms after they had finished their pushups and pullups, showing off their muscles to the other kids. They had pretty firm little biceps for 12 year olds. No wonder they could do so many pushups and pullups. I was really jealous.

In gym class, we found out that the school has a weight room. Billy and I had never lifted weights before but we knew some older kids who lifted and some of them were getting some muscle. Billy and I decided that we would try lifting. We were tired of being skinny. We wanted to build muscle and upper body strength so that we could do handstands on our skateboards and be as strong as those flexing kids in our gym class. Some of our friends said that we were too young and that we would be wasting our time but we didn't pay any attention to them. We wanted muscle and we wanted it now.

I had always admired muscular kids. They are always the leaders in the school, admired by both the boys and the girls. They seem so confident, even cocky, strutting around like they owned the place with their big muscles bulging out of their tight T-shirts. Oh what I would give for a body like those boys.

When we got to the weight room after school, we saw that we were the only 7th graders in the whole place. Most of the other boys were 9th graders and some of them looked pretty strong and muscular, at least compared to us. The two biggest boys were about 5' 8" and looked like they weighed about 140 pounds. Very muscular for 14 year olds and veritable giants compared to little Billy and me. They were bench pressing 160 pounds and they were obviously very proud of their bodies and their strength. They had taken off their shirts so that they could see the muscles of their chests bulge as they flexed in the mirror after each set of bench presses. All the other boys in the weight room seemed to be in awe of these two muscular kids and it was clear that these two boys ran the place. All the other kids got out of the way when these young studs wanted to use a piece of equipment. They took what they wanted when they wanted it. And when they flexed in the mirror most of the other boys stared at their rippling muscles in envy, wishing that their bodies would get as big and muscular as Mark and Brad's (the names of the two muscular kids). Quite a few of the boys had been working out just as long as Mark and Brad (about a year and a half), but their muscles just weren't responding to the weights and they were only slightly stronger than when they started. They still looked puny, especially next to Mark and Brad, who had zoomed past their classmates in size and muscularity. Some kids had tried lifting, saw no results at all, and quit after a few months. They didn't have the genes to build muscle. Meanwhile, Mark and Brad between ages 13 and 14-1/2 had tripled their strength and had gained 30 pounds of muscle. They were the alpha males in the school's gene pool and they loved their position as kings of the gym. They liked to show off their muscles to the other boys. Every time they finished a set of heavy bench presses they roared in triumph and flexed their muscular chests. The other kids could only look at their muscular classmates in awe as they struggled to lift half of the weight that Mark and Brad were now using.

When Mark and Brad saw Billy and me in the weight room, they swaggered over and stood right in front of us. Their chests, shoulders and arms were red, bulging and sweaty from the heavy bench presses that they were doing. Billy and I were wearing big T-shirts to cover our pathetic bodies, but it was pretty obvious that we were skinny little wimps. "Well look what we have here," said Mark. "Two puny seventh graders who want to build some muscle. What pathetic bags of bone! You two guys are such nerds that all the weights in the world aren't going to do a fucking thing for you. You're going to wash out of here just like all the other dweebs who come in here trying to get big like us. We ought to kick your ass out of here right now and save you the effort. But we're going to let you stay. We'll get a kick watching you two wimps try to bench 30 pounds while we're cranking out 160. Just remember one thing, geeks - Brad and me own this place and you better not get in our way. Now, flex your puny little arms. Lets see what you got."

Billy and I pulled up our sleeves and flexed our little 9-inch biceps. Mark and Brad laughed arrogantly. It was pretty humiliating. Mark grabbed my right bicep and Brad grabbed Billy's right bicep and simultaneously they squeezed hard with their strong hands. The muscles in their forearms rippled as their strong fingers crushed our little biceps like bread dough. They drove their fingers deep into our biceps and wiggled them back and forth. Both Billy and I cried out in pain. "Skinny little mamma's boys," sneered Brad. "Here, feel some real muscle, wimps." Brad flexed his right arm in front of Billy and Mark flexed his arm in front of me. Their arms probably measured about 13-1/2 inches and it was all hard muscle! We grabbed their upper arms and squeezed as hard as we could, but we couldn't make a dent in their round, rock-like biceps. You could see the muscle fibers in their arms and the veins that criss-crossed the muscle. Their biceps were about the size of a small orange, but harder than any human flesh I had ever felt.

I was overwhelmed by this display of youthful strength. Mark and Brad could see the expression in my eyes and they both laughed. "You wish you had guns like that, dweeb?" said Mark. "Fucking big, muscular strong arms? I'll bet you do. You wimps always want to have muscles like us. Well, it ain't going to happen. I predict you two geeks will last in here about a month. At the end of that month you two will look the same as you do now and we'll be even bigger and stronger than we already are. That's just the way it is, dweebs, and you better get used to it. We've got muscle and you don't. We're the jocks and you're the wimps. We can kick your asses anytime we want and there's nothing you can do about it." They flexed their biceps again and strutted back to finish their chest exercises.

I looked at Billy and said, "Jesus, Billy, maybe we ought to forget the whole thing." I was really intimidated by Mark and Brad and ready to quit. Billy's reaction was totally different. I could tell that Billy was really mad. His face was red, his steel blue eyes were burning with anger and his whole body looked like it was so tense that it was ready to explode. "Fuck, no," yelled Billy. "I'm not going to quit. I'm going to get so fucking big and strong that I'm going to kick those guys' asses right into the ground."

The encounter with Mark and Brad had only intensified Billy's desire to get big and muscular. Billy was not one to back down from a challenge. Even though he was as thin as a rail, he was aggressive and confident, something that I was certainly not. There was something in his eyes. Somehow he just knew that muscles were going pop out all over his body when he started lifting the heavy pieces of iron that lay before us in the weight room.

So Billy and I lifted weights for the first time. We had bought a muscle magazine with a beginner's routine and we did all the exercises the magazine recommended. Except that the magazine said that we were supposed to do only one set of each exercise for the first month. Billy was so angry and pumped up with rage that he made us do three sets of everything. In our first workout we could bench-press 35 pounds, curl 20, military press 25 and squat with 40. We were actually pretty proud of our poundages. At the end of our workout, I was exhausted. My body was tired and sore and I knew I was going to be stiff. But Billy was strangely flushed and energized. His body looked different. His skin was glowing and sweaty. "That was great! I feel strong!" said Billy. We both flexed our arms in the mirror. Billy's little biceps were really pumped and they already looked harder and bigger than mine. I reached over and squeezed Billy's flexed bicep and then I squeezed mine. Billy's muscle was hard - not as hard as Brad's, but definitely hard. Mine was still soft and squishy. It was like the workout had affected us completely differently. I looked at Billy and said "Jesus, Billy, you already got muscle!" Billy flexed again and smiled. He was stoked.

As we left the weight room, Billy said he was really hungry. The muscle magazine had said that we were supposed to eat a lot of good food. Stuff like chicken, beef, fish, vegetables and fruit. Not junk food. So Billy and I went to his house and he told his mother that he was lifting weights and that he was really hungry. He flexed his biceps for his mother and she squeezed them. "Way to go, son," said Billy's mother. "I can already feel some muscle there. I'm proud of you." Billy showed his mom the kinds of food that he was supposed to eat. His mother made us each two tuna sandwiches. Billy gulped down his two sandwiches in about 20 seconds and grabbed one of mine and ate it too. He told his mom that he wanted a big steak for dinner. Billy's mom smiled and said "Looks like I'm going to have to do a lot of grocery shopping for my young muscleman. Gotta feed those muscles. I want to see them get big and strong, Billy. That's the sign of a real man. Your dad was a real man. He had big, strong muscles that I just fell in love with. I think you're going to take after your dad." Billy's dad had died in a car accident when Billy was only two years old. I couldn't believe how much Billy's mom was getting into his muscle building, but she was. I guess Billy reminded her of her dead husband and she wanted Billy to build big muscles just like he had. I hadn't noticed until then, but Billy's mom was pretty strong-looking herself. She had muscles in her arms and looked like she might have been an athlete when she was younger.

Billy stood up, smiled at her, took off his shirt and flexed again. He really looked great with his blond hair, blue eyes, perfect white teeth and tan body. He was skinny but the workout seemed to have toned up his muscles already, and there was no fat on his body. "Mom, I'm going to get so big and strong that in three months grandma won't recognize me when she visits for Christmas." Billy's mom smiled proudly and put her hand on his tan shoulder, which already seemed to be showing a few fibers of muscle. I don't know if it was their genes or what, but somehow both mother and son knew that something special was going to happen to Billy. Then she did something I wasn't expecting. She said, "OK, Billy, I challenge you and Josh to an armwrestling match. We'll see whose the strongest here." Billy's mom flexed her biceps, which were a lot bigger than either Billy's or mine. I went first. Billy's mom and I put our arms on the table and Billy said go. I strained as hard as I could and Billy's mom just smiled. Her bicep peaked like a baseball. Then she grunted and forced my arm down in about one second. How humiliating, being beaten by a woman.

Then it was Billy's turn. I said go and Billy and his mom struggled for awhile. Billy's little bicep looked a lot more defined than mine had. Then his mom grunted loudly and powered Billy's arm to the table. Billy's arm didn't go down quite as fast as mine did. Billy's mom flexed her arms in triumph and said, "Well, now we know who's the strongest person here! But something tells me that I'm going to lose my championship pretty darn soon. Somebody's muscles are already growing bigger and stronger."" She looked at Billy and smiled proudly. Billy smiled back at his muscular mom and flexed. Just looking at Billy and his mom and now knowing that his dad was also muscular and strong, I didn't have to be a rocket scientist to realize that Billy was a very special kid. A kid who had genes in his body that were just waiting for his muscles to be unleashed by his newly raging just-starting-puberty hormones and the heavy weights back at school. And now that his muscles were unleashed by his 12 year old boy hormones and the weights, they were going to grow bigger and stronger every day. Just how much bigger and stronger I would not have believed looking at Billy that day.

During the next two days, Billy ate like an animal. I was a little hungrier than before, but nothing compared to Billy. As the magazine had suggested, we worked out on Monday, Wednesday and Friday. This was supposed to give our muscles time to grow in between workouts. Before our workout on Wednesday, we each weighed ourselves on the scale in the locker room. I hadn't gained any weight yet, but Billy had gained four pounds! I couldn't believe it. One workout and all that eating had added four pounds of muscle to Billy. We were wearing big T-shirts again to cover our skinny bodies. Billy pulled up his sleeve flexed his arm and asked me to feel his muscle. I was amazed that it definitely felt bigger than just two days earlier. "Feel that muscle, Josh," said Billy. "It's bigger already. I just know it is. I can hardly wait to lift those weights. I feel as strong as a fucking bull!"

We started our second workout and I was shocked to see how much stronger Billy had gotten. He warmed up with the same amount weight that we could hardly lift on Monday. Then to his delight and my amazement he proceeded to lift ten more pounds in most exercises like military presses and curls and 15 pounds more in bench presses, squats and deadlifts. All this after only two days. And he was lifting these heavier weights for three sets of 8-10 reps. Meanwhile, I was still struggling with the same weights as Monday. Billy trained with incredible intensity. His face was beet-red and beads of sweat covered his face and neck. He put all of his energy and power into every set and rep. He just wasn't satisfied unless he had trained his muscles to the max and couldn't pump out another rep. Finally at the end of our workout, Billy pulled off his big T-shirt and flexed his muscles in the mirror. His whole body was glistening with sweat and his little muscles were totally pumped, with the individual fibers of hard muscle clearly visible under his thin, tan skin. Even though he was still skinny, I could see that his muscles were responding tremendously to the weights.

I took off my T-shirt and stood next to Billy. It was clear that Billy's body was already much harder and more muscular than mine was. I looked about the same as Monday. But Billy looked a lot different. Not only had he added four pounds of muscle to his body (which now weighed 99 pounds), but the flesh that was already there had gotten solid and hard. It was like the weights had woken up his body from a deep sleep, and now that it was awake his body wanted to grow bigger and bigger and get stronger and stronger. The other kids in the weight room looked at us and I could tell that a few of them were kind of taken aback by Billy's new muscles, muscles that had popped out almost overnight. Mark and Brad pretended not to look, but I could see them taking a few glances.

"I feel great!" said Billy. "There's kind of a burn in my muscles, but they feel really pumped and alive. Feel my arm, Josh." I reached up and wrapped my fingers around Billy's flexed bicep. It was hard and pumped from his intense workout. Much harder than my bicep and already bigger and rounder. "You're a stud," I said to Billy. "You got that right, wimp boy!" he said arrogantly as he flexed again and gave me a most muscular pose. We looked at each other in the eye. Somehow, we could both sense right then that Billy was going to get big and muscular and I was not. His muscles were responding to the weights much faster than mine. This was going to change our relationship. Instead of our being equals, Billy was going to be able to physically dominate me. I could sense right then that he was going to become physically everything that I had wanted to be but could not. He was genetically destined to pack on incredible muscle and possess overwhelming strength. Strength that would totally control me and, although I didn't know it at the time, everyone around him. I thought about this as I looked at Billy's still skinny but newly buffed body, his steel-blue eyes and his drop-dead handsome face. Well, I thought to myself, if I couldn't personally build the body of my dreams, the next best thing would be to watch my best friend develop awesome muscles on his young body, to feel those hard muscles as they got bigger and bigger and to experience their ever-growing strength. I smiled to myself and gave Billy's solid little bicep another squeeze as he flexed it ever harder. He looked me in the eye with a look that said "Yeah, dude, feel the muscles of a stud. A stud that's going to rule!" We then put on our T-shirts and walked out of the weight room. Billy walked in front of me and I could swear that he was already strutting the way Mark and Brad did.

We went to his house and he ate four big tuna sandwiches and drank a huge protein shake for his after workout "snack". I couldn't believe how much food he could eat at one time. He was eating like a wild man. He said that he was going to eat a whole chicken for dinner and then some more tuna sandwiches and another protein shake before he went to bed. He said he really wanted to get huge. I could see that he was really getting into the lifting and the eating. When his mom came into the room he took off his shirt and flexed. "Look at my muscles, mom. They're really growing fast," said Billy proudly. First he flexed his biceps which, although still small, were round and hard. Then he stiffened his arm and flexed his triceps that already had little heads of muscle popping out. He made a fist and I could see that he had the start of a muscular forearm. Then he put his hands on his hips and flexed his lats, which were already forming like wings under his armpits. He flexed his pecs and looked down at the striations of hard muscle that crossed his chest. His abs looked like a washboard. "Billy, you're really muscling up! I can't believe how big and hard your muscles have gotten already," said his mother. She put her hand on his abs and felt their rippled hardness. "Ever since you hit puberty and started lifting those weights you've turned into a real man, Billy, and you're still only 12 years old," she said. It was clear that she was proud of her young musclestud son. Billy kept flexing his muscles. He was just as amazed as his mom and me at how fast his muscles were growing, and he had to flex them every so often just to make sure they were real. I reached over and ran my fingers over Billy's ripped pecs which were starting to bulge a little out from his chest. They were really hard. I could feel the muscle fibers under my fingers. "Feel that muscle, dude. Look at what's happening to your best bud," yelled Billy, rejoicing in the amazing transformation of his body. "I'm going to get huge! I'm going to rule!"

Suddenly, Billy got a strange look in his eyes, grabbed me and threw me on the floor. We had wrestled many times before, and we were always about equal in strength. Sometimes Billy would pin me and sometimes I would pin Billy. But this time it was different. Billy grabbed my arms and forced me down hard and fast. I tried to resist, but the power of his muscular arms was just too much and he easily pinned me to the floor. Then he let me get up and dared me to try to pin him. I grabbed his waist and pushed him down, but as soon as he landed and I tried to pin him, he pushed me off easily, spun around and pinned me again. He let me try to pin him six times, and every time he just pushed me away and pinned me. After the last pin, he sat on my stomach and flexed his arms like a conquering hero. His whole body seemed to radiate with power. "I guess we know who's the boss now, don't we wimp-boy," said Billy. I nodded my head as Billy smiled triumphantly and flexed his 12 year old biceps right in my face.

After one week of lifting weights, Billy had gained 10 pounds of muscle and looked like a different boy. Instead of looking like a skinny runt, which I still did, he looked like a wiry young jock. At 105 pounds, he could bench press 70 pounds, curl with 40, military press 50 and squat with 80 pounds. And this was for three sets of 8 to 10 reps. He had doubled his strength in one week of lifting! When Billy stripped off his T-shirt at the end of his workout, there was an audible gasp from the other boys in the gym. Billy flexed his new muscles in the mirror. He made me take off my T-shirt too and flex next to him. The contrast in our bodies was amazing. Billy's shoulders were already capped with muscle. His delts had striations of muscle fiber showing under his tan skin, and you could see the three heads of delt muscle bulging. My shoulders were still nothing but bone. His lats flared out and were really wide compared to his narrow waist and hips. I had no lats at all. My waist was just as wide as my chest. His pecs were already shredded and hard while mine were still flat and soft. His abs were corrugated like an iron washboard. He had absolutely no fat on his body, Not only did I not have any abs, I still had a layer of baby fat covering my whole body. Billy had a round, hard butt and he liked to wear his workout shorts really low so you could see the tops of his ass muscles when he took off his T-shirt. His thighs and calves were already bigger than mine and you could see the muscles and veins clearly under his skin. Finally when Billy flexed his arms, his biceps formed a hard ball, not too big but really round and really hard. The peak of his biceps was amazing. When I flexed, I had no peak at all. My biceps were still small and squishy. Billy smiled at himself in the mirror. He was obviously happy at what he saw.

With his shirt still off, Billy walked over to where Mark and Brad were standing. They had been pretending not to look at Billy as he was flexing, but I knew that they were looking and that they were just as impressed as the rest of the guys in the gym. Billy stood right in front of them and said "Hey, dudes, check out my muscles. I've gained 10 pounds of muscle and its as hard as a rock. Not too shabby for a 12-year old with just one week of training, wouldn't you say?" Billy did a double biceps pose and then spread his lats. At 105 pounds, he still looked skinny next to Brad and Mark, but he sure looked better than last week. Brad and Mark laughed nervously and then Brad said "shit, you little dweeb, lots of beginners make good progress at first. Then they hit a sticking point and just stop growing. You probably won't put on more than another 10 pounds during the whole fucking year. You're a wimp and you're never going to be as big and strong as us, you little punk. We're always going to be able to kick your sorry ass." Brad and Mark puffed up their big chests and flared their slab-like lats, kind of like two bull walruses would do to show that they were bigger and stronger than the young buck walrus who challenged them. Billy just looked at the muscular kids confidently and said, "you don't know shit, fuckheads. I'm going to get so big and strong that I'll be able to wipe up the floor of this room with the two of you - one in each hand. Just watch me get bigger and stronger every day. My muscles are going to just keep growing until they're super huge and super strong. And you guys are going to be toast." At that, Billy turned and strutted out of the room with me following like some kind of waterboy. When he got to the door, he turned around, flashed a sneer to Brad and Mark and did a most muscular pose with his little but buffed 105 pound body. I could tell that despite their tough talk, the two 14 year olds were a little shaken by Billy.

Well, Billy sure had confidence in his body. I would have laughed at any normal boy who talked that kind of shit to Mark and Brad. But I knew by now that Billy was not a normal boy. I knew that his body was just hard-wired for muscle and that his muscle growth was going to continue at warp speed. And grow he did! In the next three weeks, he gained another 20 pounds of muscle and never hit a sticking point. Every workout, he was bigger and stronger, able to lift heavier and heavier weights. Every pound he gained was solid muscle. He became so much stronger than me and worked out with so much intensity that after the first week, I just couldn't keep up with him and my role became to be his spotter as he pushed his young muscles to lift the heaviest weights possible. I was able to get in a few sets of exercises while Billy was resting, but his rest periods were really short since his workouts were so intense.

After of month of training Billy weighed 125 pounds and had grown an inch in height to 5' 6". I had gained all of five pounds and tipped the scales at 100. Billy's mother had bought him new clothes at the end of the summer - clothes for a boy who weighed 95 pounds. Well, a 125 pound muscle kid doesn't fit very well in a little boy's clothes. It seemed like every day Billy's muscles would rip through another shirt. Billy loved to show off, so the ripping usually happened in class or in the hallway between classes. Billy's buffed muscles would already be stretching the fibers of his shirt to the limit. Then he would take a deep breath and flex his pecs and lats, kind of casually, but I knew that he was doing this on purpose. Then there would be a loud ripping or popping sound as his bulging muscles tore through the fabric or popped off the buttons. All the kids would turn and look as Billy flexed some more, his muscular flesh now showing through the torn fabric. He would smile and hit a double biceps pose for the kids. Twice his flexed biceps ripped through the fabric of his sleeves. The other kids stared in amazement. They had never seen anything like this in their lives.

Every time this happened several girls came over and felt Billy's muscles and some boys would stand close by watching, wishing that they could look like Billy. Billy would flex his biceps and the girls would wrap their little hands around the hard, round muscle and ooh and ahh at Billy's new body. "Mygod, Billy, your muscles are so big and strong," said one of the girls. "Fuck yeah they are," said Billy proudly, "and they're getting bigger and stronger every day. You like my hard, buff muscles, Sarah? You want to feel how big and hard they are?" Sarah nodded and Billy took her hand and placed in on his pec. Then he flexed the muscle as Sarah rubbed her delicate hand over the warm, hard flesh. "These muscles can beat up every kid in the seventh grade, Sarah. There's no kid stronger than me anymore. Pretty soon I'll be able to beat up every fucking kid in this whole fucking school. I'm going to rule, Sarah!" Billy was really into his muscles and knew he could back up those boasts. "Oh, Billy, you're such a stud," sighed Sarah. She moved her hand lower on Billy's muscular torso, now feeling the rock-like ridges of his corrugated abs. Billy flexed his abs and Sarah felt their incredible hardness. Sarah looked Billy in the eyes and kind of sighed. She was completely overcome by Billy - his blue eyes, blond hair, sparkling white teeth, handsome face and totally muscular buffed-out body. All the girls were in love with Billy and most of the boys wished that they were Billy. Billy was now the most popular kid in the seventh grade and he really dug the admiration. Billy knew he was a stud, and he loved to show off in front of the other kids.

Billy turned around and grabbed one of the boys in his class who was watching him flex. The kid was a very ordinary 12 year old but looked like a total dweeb next to Billy. "Hey, kid, you want to try to hurt me? You think you can do anything to these muscles? Well, I'm going to give you a free shot. I won't even fight back. Here, punch me as hard as you can on my chest or my gut. See if these muscles can take it." Billy then stripped off his shirt, which was already torn from his pecs and lats having ripped the fabric a few minutes earlier. All the kids let out an audible gasp when they saw how muscular Billy had gotten in the last month. He looked like a totally different kid with his 30 new pounds of rock-hard, powerful muscle. The nerdy kid, who weighed the same as Billy did last month, looked at Billy's incredibly muscular torso, kind of trembled and shook his head. He didn't want to do anything that might hurt Billy because he had heard what Billy could do when he got mad. "I don't take no for an answer," said Billy, looking at the trembling kid right in the eyes. "If you don't hit me, I guess I'll have to hit you." At that, Billy clenched his right hand into a fist and pulled it back as if he was winding up for a punch. His delts bulged like striated melons capping his wide shoulders. Both his biceps and triceps were tensed and corded with strong, steel-like muscle fibers. The heads of his triceps muscles popped out in bold relief. His pecs bulged out from his chest, the fibers of muscle twitching back and forth as Billy moved his muscular arm back and forth. It was clear to all the kids that if Billy had actually punched the dweeb in his soft, babyfat gut with all that muscle, the dweeb would probably have to go to the hospital. "Don't hit me, Billy, don't hit me!" pleaded the dweeb. "I'll do whatever you say." Billy put down his arm and ordered "OK, hit me as hard as you can."

Billy flexed his pecs and abs, almost casually. He knew that this kid was not going to be able to hurt him in the least. The kid wound up his right arm and punched Billy right in the middle of his abs. There was a loud smacking sound as the kid's fist hit what felt like a steel plate. The kid held his hand in pain. Billy laughed and said, "Jesus, is that all you've got? I didn't even feel that. Punch me again, and it better be harder!" The kid wound up his arm again, this time aiming at Billy's hard, round pec. He punched as hard as his little shoulder and arm would let him, but his punch just bounced harmlessly off Billy's bulging, striated pec muscles. Now his wrist and hand really hurt. Billy laughed again and bumped his big, round pecs right up against the kid's flat little chest. "So my chest is too big and hard for your little punches, you little wimp. Jesus, you're weak. You hit like a girl. You're a real momma's boy. How's it feel to be so weak, momma's-boy? How's it feel to punch some real muscle and have your weak little fist hit a fuckin'brick wall. Look at that muscle, dweeb-boy. You can't hurt that muscle, but it sure could hurt you." Billy flexed his pecs and pushed them harder into the chest of the skinny nerd, forcing him backwards. Then, while still pushing on the kid with his big chest, Billy raised his arms and did a double biceps pose right in the kid's face. Billy's flexed, muscular arms were just inches from the kid's bulging eyes. The little dweeb could smell the musclekid sweat rising up from Billy's hairless armpits. "I'll bet you'd like to be big and strong like this, wouldn't you, sissy-boy?" said Billy, now getting completely into his overpowering muscularity and strength next to the pitiful skin and bones of the helpless boy. "You want to feel a real muscle, wimp-boy? A muscle like you'll never have in your life? Here, feel this!" At that, Billy grabbed the kid's right hand and placed it on Billy's rippling right bicep. "Squeeze that muscle, dweeb. See if you can hurt that muscle. Go ahead, I dare you to hurt that muscle!" Billy flexed his arm and both the bicep and the tricep muscles bulged with hard muscle fibers showing through his thin skin like steel cords. Veins crisscrossed Billy's flexed arm, pulsating with blood. The kid squeezed Billy's flexed muscles as hard has he could, but his weak little fingers couldn't make the slightest dent in the rock-like mass.

Billy laughed and said "Yeah, I'll bet you wish you had muscles as big and hard and strong as that, don't you sissy-boy? Then maybe you could do this!" At that, Billy wrapped his muscular arms around the boy's chest and squeezed hard. The kid had never felt such strength in his life. All the air was immediately crushed out of his lungs. Billy easily lifted the kid off the floor with his powerful back and carried him around like a toy in front of the other kids, all the while squeezing the life out of the kid with his strong, muscular arms and his wide, powerful shoulders and lats. Billy was just totally dominating this kid who was his own age. But Billy was so much bigger and stronger than his classmate that he looked like a trained muscular athlete, which he now was, and the kid looked like a child. Finally, after about a minute of this, when the kid's face was red as a beet, Billy threw him about 10 feet across the room. Billy turned to the other kids, smiled and flexed his biceps like a conquering warrior. His tan body was glistening with sweat and his muscles were pumped and bulging. He looked absolutely stunning, with his blue eyes, blond hair, perfect white teeth and drop-dead handsome face held by a muscular, strong neck atop an incredibly muscular fat-free body. All the girls came rushing up to Billy and started feeling his rippling arms, his wide, striated delts, his bulging pecs, his slab-like lats, his rock-hard corrugated abs, his round, muscular bubble butt and his solid, muscular legs. The boys just looked at Billy in awe. The little dweeb looked up at Billy's radiant body with fear, but also with deep-down admiration and yearning. Billy was the king. •

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