As the muscles started to pop out on Billy, he kept wanting to test them and show off his growing strength. He was like a young buck, pumped with testosterone and out to lift and crush everything he could. He was really aggressive in school and he was really aggressive with me. Almost immediately Billy became much stronger than me and our wrestling matches turned into strength exhibitions for Billy. He really got off on using his big muscles to push me around, and I got off on it too. I loved the feeling of being overpowered by Billy's young muscles, which were growing bigger and stronger every week. I loved smelling his muscle sweat as he rubbed his hairless armpit in my nose while pinning me effortlessly with one hand. I loved feeling his steel-hard bulging biceps with my fingers as he flexed those huge balls of muscle right in front of my face. Billy loved to show off his muscles and use them to overpower me, and I loved to watch and feel Billy's rapidly developing muscles and experience their unstoppable strength.

Well, three and a half months have now gone by since Billy and I started lifting weights. I couldn't believe that Billy could continue putting on even more muscle after he reached 150 pounds, but he did! Believe it or not, Billy has put on another 25 pounds of muscle in the last six weeks and now weighs 175 pounds, all solid, ripped muscle with not an ounce of fat on his beautiful, totally muscular body. He also gained another 1-1/2 inches in height and stands five foot nine inches. In all, Billy's has grown four inches in height and gained 80 pounds of muscle since the beginning of 7th grade. And he won't turn 13 for another four months. He's a 12-year old superstud and he knows it.

One of the witnesses to Billy's amazing transformation was a kid named Donald, who sits right behind Billy in our math class. Donald is a small, nerdy kid, the kind of kid who does pretty well in school but who is a complete flop in athletics and gets picked on a lot by bigger kids. He's about five feet tall and weighs around 80 pounds. He was one of the kids in gym class who couldn't do a single pushup, pull-up or sit-up. When you think of a nerdy, geeky wimp, think of Donald.

When school started in September, there was nothing special about Billy's body. Billy and I were both taller than Donald by five inches and heavier by 15 pounds, but we were both really skinny. That extra weight was spread over our extra five inches in height. As Billy sat at his desk in front of Donald, Donald could see that Billy's bony shoulders were about the same width as the back of his desk seat. His neck was pretty skinny too, although Donald had to admit that Billy's neck held up a really good-looking head - blond hair, blue eyes, high cheekbones and sparkling white teeth. Billy's arms were thin as a reed and when he wore a tee-shirt, which was most of the time, his arms hung down loosely in the fabric. His forearms were skinny, although Donald could see veins running under Billy's skin. Billy was skinny but he had no fat covering his little muscles. Billy wore shorts most of the time, so Donald had plenty of opportunity to see Billy's skinny legs. Very thin, but again absolutely no fat, and there were even some veins showing in his thighs.

Well, as you know, Billy and I started lifting weights on the first day of school and Billy's body responded instantly to the heavy weights and the huge amount of food he started to eat. Billy gained 4 pounds of muscle in two days and 10 pounds of muscle in the first week. Donald couldn't believe what he was seeing. All of a sudden, little bulges of muscle started popping out of the back of Billy's arms when he flexed his triceps. Billy would flex a lot just sitting at his desk in front of Donald. Day after day, those bulges of muscle got bigger and bigger. It was almost like time-lapse photography. At the same time, Billy's biceps were getting bigger and rounder. The strands of muscle fiber grew bigger and when Billy flexed his biceps those muscles started forming a little ball of hard muscle. Even unflexed, Billy's arms were clearly getting bigger every day, and were starting to fill out the sleeves of his tee-shirts. Every time Billy moved his arms, his hard muscles would flex and unflex, showing ripples of muscle under his tan skin. Donald tried flexing his little arms and saw nothing but skinny, flabby flesh.

Day after day, Billy's arms just kept getting bigger and stronger. There was no stopping their growth. Donald didn't know it, but Billy was adding about one-half inch of muscle to his arms every week! Over the course of 3-1/2 months, what had been skinny little pipestems became huge, striated hams of rippling muscle. Billy's forearms had grown in proportion to his biceps and triceps and now looked like a big coiled mass of writhing snakes. Veins popped out everywhere on Billy's upper arms and forearms. Even when he wasn't flexing, the veins were clearly visible under his thin skin. They were the creeks and rivers that fueled his throbbing, growing muscles with protein-rich red blood.

Donald noticed another thing about Billy's body. Billy's shoulders and lats started widening before Donald's very eyes. Donald would sit behind Billy and visually compare the width of Billy's shoulders with the back of Billy's desk seat. On the first day of class, they were the same width. But almost immediately, Billy's shoulders started growing. Round caps of muscle started forming on his shoulders. And, since he had just hit puberty, his shoulder bones were growing wider too so both Billy's bones and his muscles were getting bigger at warp speed. Soon Billy's shoulders were an inch wider than the back of Billy's desk seat. Then, after what seemed like only a few weeks, they were two inches wider. Then three inches, then four inches and on and on until Billy's massive, muscular shoulders grew to be ten inches wider than the back of his desk seat, five inches of new bone and muscle on each side. Billy's shoulders looked like big melons, striated with hard, twitching fibers. Sometimes Billy would roll the sleeves of his tee-shirt up to expose those shoulders and when he did that Donald couldn't pay any attention to the teacher. All he could do was stare at those huge delts and watch the fibers flex and unflex, rearranging themselves effortlessly as Billy moved his big arms. Billy knew Donald was watching, and sometimes he would lift his arms and do a double biceps pose for Donald, making sure that his delts were flexed and bulging to the max.

At the same time as his shoulders were growing, Billy's lats were turning into slabs of muscle that formed a perfect V-shape from those wide shoulders to his incredibly narrow waist and hips. At first, Donald didn't even see any lats on Billy. Then day after day, week after week, wings of muscle started forming under his armpits, big and thick and much more massive than the back of Billy's desk seat. Billy's neck grew thicker and more muscular each day and Donald could see Billy's trap muscles form outward from that columnar neck and bulge upwards on Billy's broad back. Billy's back looked incredibly strong. Sometimes Billy would flex his lats for Donald. The slabs of muscle would expode outwards, stretching the fabric of whatever shirt he was wearing.

Donald couldn't see Billy's chest from his desk, but he sure saw those bulging, pec muscles when Billy strutted around the room before class and flexed his muscles for the admiring kids. Billy's chest was growing at the rate of an inch each week. At first, his chest looked flat, just like Donald's. But very soon, Donald noticed Billy's pec muscles starting to bulge under his tight tee-shirts, at first looking like little bumps of muscle and then bulging thick and round, stretching the fabric farther and farther outwards. Donald could see Billy's nipples press out against the fabric as Billy flexed his pecs for all to see.

And then there were Billy's legs. Billy always wore shorts, so Donald got a good look at Billy's legs. Day by day, ridges of muscle started to spring up in Billy's quads. His formerly skinny legs exploded with muscle. Billy liked to straighten his legs one at a time, first his right leg and then his left. Every time he lifted his leg, the muscles in his thigh jumped up in bold relief. Veins crisscrossed every slab of muscle. His calves started growing too, forming diamond shaped heads of muscle, which were also crisscrossed with veins.

One day, after Billy had been lifting about six weeks, he came into math class wearing a tee-shirt and a pair of shorts that his mother had bought him before school started, when he was still an ordinary 12 year old boy. That poor shirt and those little shorts were stretching and straining, since Billy had by then put on 40 pounds of pure muscle, zooming in bodyweight from 95 to 135 pounds. Every part of Billy's V-shaped torso was revealed by that tight tee-shirt. And Billy's hard quad muscles pushed against the fabric of his shorts, which had previously been plenty big for his little legs. Donald couldn't keep his eyes off those buff, bulging muscles as Billy sat down in front of him for class. Billy knew that Donald had been watching his muscles get bigger every day. He liked to give the nerdy kid a thrill by sitting at his desk and flexing his arms, spreading his huge lats or flexing his legs and calves. When Billy did that, Donald couldn't pay any attention to the teacher. All he could do was watch and think about Billy's big, rippling muscles.

Before class started, Billy sat at his desk with that tight tee-shirt hugging to his big, muscular torso and slowly started flexing his muscles. He flexed his triceps, which forced the fabric of his sleeves to stretch even more. He flexed his lats, which flared out under his armpits like the head of a cobra. He slowly curled his arms up and down like he was curling two 50 pound dumbbells and his biceps formed big balls of hard muscle at the top of each contraction. Donald was mesmerized watching Billy's muscles flex and bulge. Then, just before the bell rang, Billy calmly lifted both of his arms up, sort of like he was going to stretch, and then pulled them down and simultaneously flexed his arms, his lats and his pecs. Donald's eyes almost fell out of his eyes as he watched Billy's muscles explode under the tight fabric. At the same time, Billy lifted his feet off the floor and flexed his big quad muscles. Suddenly, there was a loud ripping sound as Billy's biceps tore through the sleeves of his tee-shirt, his lats and pecs ripped apart the rest of the shirt and his massive thighs ripped through his shorts. The tattered shirt sort of hung on Billy's torso, the big tears in the fabric now clearly revealing all of his rippling muscles. His shorts were ripped all the way to his crotch, showing the full size of his cut, muscular quads. All the kids in class gasped at Billy's awesome display of muscle and power.

Billy turned around, looked Donald right in the eye and said "I don't think you'll be learning much math today, will you dweeb-boy? I think you'll be staring just like you always do at these fucking muscles that just ripped apart this sad little tee-shirt and these pathetic shorts. These muscles are just unstoppable, Donnie, and no fucking cotton cloth is strong enough to hold them in when they want to flex and grow. These muscles could rip you apart too, Donnie, but you're so puny that it wouldn't be any fun. I'm just going sit here and flex away and let you dream about what it would be like to have muscles like mine." Billy smiled at Donald in a totally confident way and flexed his biceps right in Donald's face. Donald just stared in disbelief at the incredible muscularity his classmate had attained in six short weeks. And just as Billy predicted, Donald spent the rest of the class staring at those big, hard muscles that had just shredded those clothes as Billy flexed them over and over again. Donald dreamed of touching Billy's muscles, of feeling how big and hard they were. He dreamed that maybe some day his little body could have muscles like Billy's, but deep in his heart he knew it wasn't going to happen. Billy's flexing both tantalized and tortured poor Donald, who could never hope in his lifetime to have a fraction of the muscle the 12 year old kid sitting in front of him now had.

Well, Donald sat behind Billy day after day in math class watching Billy's muscles grow like weeds after a spring rainfall. Billy knew Donald was watching and he purposely stretched his arms and flexed his massive biceps every day, just so Donald could fully appreciate how big those guns were getting. He flexed his lats and he flexed his delts. Sometimes he would pull the sleeves of his tee-shirt over his shoulders so Donald could see all the striations in the three heads of his delt muscles, which looked like cannonballs of muscle. He also flexed his massive quads, which now had the size of oak tree trunks.

About two weeks ago, when Billy weighed almost 170 pounds, he was showing off for the girls before math class. He had rolled up the sleeves of his tee shirt and was flexing his arms and showing the girls how big and cut his shoulders were. Three of the girls started feeling Billy's muscles, oohing and aahing at the incredible size and hardness of his arms and shoulders as Billy flexed his biceps and delts. He lifted up the bottom ofhis tight shirt and flexed his iron-like abs. His waist was so narrow and muscular that it was almost unbelievable, especially when compared with his wide shoulders and lats. Sarah placed her little fingers on Billy's abs and pressed as hard as she could. It felt like she was touching warm, corrugated marble. She ran her hands all over that washboard of muscle and gazed lovingly at Billy's blue eyes and gorgeous face. All this time Donald was sitting at his desk watching the girls go wild over Billy, wishing that he too might some day be able to feel the incredible size and hardness of Billy's muscles.

Then Sarah said, "Oh Billy, your muscles are soooo big and soooo hard. I'll bet they are really strong too. How strong are they Billy? Show me how strong they are!" At that, Billy walked over and grabbed the bottom of the two steel supports holding the back of Donald's desk seat. With one explosion of power, Billy lifted the whole desk off the ground with Donald sitting in it. "Hey, Billy, stop it, stop it! You might hurt me!" yelled Donald. Billy just ignored the pleas of the little wimp. "Shut up, Donnie," ordered Billy. "I'm not going to hurt you. Just shut up and enjoy the ride!" Donald knew that there was nothing he could do to stop Billy, so he just gritted his teeth. Billy then muscled the desk to his shoulders and pumped out 20 easy reps of military presses with Donald and his desk as the barbell. The sleeves on Billy's tee-shirt were still pulled back over his shoulders and the girls could see the incredible striations of muscle rippling in his big, round delts as he pumped out rep after rep. Billy's triceps writhed like snakes as the heads of muscle bulged with each press. Donald weighed 80 pounds and the desk probably weighed another 70 pounds, so Billy was pressing 150 pounds like it was nothing. After the 20 reps, Billy placed Donald and his desk gently on the floor and flexed his arms for the girls. They rushed up and put their hands on his pumped arms and shoulders. "Is that strong enough for you, Sarah? That was nothing. I can press lots more weight than that in the gym. You wanna see these arms get really big and pumped? You wanna see these big biceps in action? Here, watch this."

Billy turned towards me and I knew what was going to happen. He grabbed me under my armpits and under my butt and lifted me up to the curl position. Then he started curling my 105 pounds up and down with such ease that he could have just as well have been curling a broomstick. Sarah placed her fingers on Billy's left bicep and felt the big muscle -Billy's arms were now over 16 inches - contract and extend, getting bigger and harder with each rep. Billy looked over to Donald who was still in shock sitting at his desk. "Hey Donnie, come over here and feel the muscle in my other arm. You've been watching these big monsters growing for three months and its high time you got a chance to feel just how big and ripped these biceps really are! Come feel how big and hard they get when they get all pumped up from curling Josh." Donald couldn't believe it. After all this time he was finally going to be able to feel Billy's huge biceps, and even feel them as they were curling a heavy weight up and down.

Donald walked over to Billy and placed his little fingers on Billy's right bicep just before Billy started another curl. Donald felt that big, solid bicep literally grow into a huge ball of rock hard muscle right in his hand as Billy curled his arm up and contracted the steel-like fibers. Donald jerked his hand away in shock. He had never felt anything like Billy's bicep in his life. He couldn't believe that human flesh could be that hard. He got a strange feeling in the pit of his stomach and felt weak in the knees. Never had he experienced a sensation like feeling Billy's throbbing, incredibly massive and hard muscle. A living, pulsating, massive boulder of rock. Donald put his whole hand back on that bulging muscle, trying to get his fingers around Billy's huge bicep, but the big round ball of muscle was too big. Billy's bicep was about the size of a softball and as hard as steel. As Billy lifted me up and down, Donald could feel the fibers in the bicep extend and contract. Each fiber felt like a steel cord. When they contracted, those fibers formed a harder mass of muscle than Donald had ever imagined possible, even though Donald had been watching that muscle for three months. Veins were crisscrossing Billy's whole arm as blood engorged the muscle.

"Try pinching my arm as hard as you can, Donnie," said Billy. "See if you can hurt that muscle." Donald tried to squeeze Billy's bicep as hard as he could, but he couldn't make the slightest dent. Then he tried to squeeze Billy's rippling triceps, with the same result. Donald moved his hand up to Billy's bulging, striated delts and squeezed them too. They were just as hard as the rest of him. Donald was in total awe and what he has seeing and feeling. Finally, Billy completed about 25 curls with his human barbell and placed me on my feet. He flexed both arms, which were now glistening with sweat and pumped to the max. "Are these big guns strong enough for you, Donnie?" asked Billy sarcastically. Donnie nodded in total agreement and looked down at his own 8 inch reed-like right arm. When Billy saw Donald making the mental comparison, he straightened his right arm and flexed his massive triceps right next to Donald's emaciated limb. Each head of Billy's massive tricep muscles was bigger than Donald's whole arm. I could see tears beginning to form in Donald's eyes as he looked at Billy's massive arm next to his. I couldn't tell if they were tears of joy because Donald was so happy that he was finally able to feel Billy's big muscles, or tears of sadness as Donald contemplated his complete physical inferiority in comparison to his incredibly muscular classmate. Billy looked down at Donald and I think I saw a genuine look of pity in his eyes. Finally Billy said "I guess some of us have muscles and some of us don't. I do and you don't." Donald nodded his head and squeezed Billy's huge arm one last time.

A few days later, when math class had just finished, Donald came up to Billy. Donald was kind of trembling and he was holding something in his right hand. "Hey, Billy, can you wait a minute, please?" said Donald. "I've got a business proposition for you." "What kind of business proposition?" said Billy. Donald opened his right hand and thrust a crumpled $20 bill towards Billy. "I want to hire you as my bodyguard for one day, Billy, and I've saved up this money to pay you. You see there's this big 9th grader named Joe who picks on me every day. He punches me in the gut and he twists my arms and he just tortures me. Then he makes me give him all my lunch money and if I don't give him enough to make him happy, he punches me some more. And there's not a fucking thing I can do about it because I'm a puny wimp and Joe's a big, strong kid. Kinda fat but really strong. He can do whatever he wants to me anytime he wants to."

"But Billy, Joe's a dweeb compared to you. You are so much bigger and stronger than he is that you could do the same things to him as he does to me. That would be so great, Billy. If I had you as my bodyguard, you could protect me when Joe tries to bully me again. Instead of him beating me up, you could beat him up. Oh I'd just love to see that, Billy. I'd just love to see your big muscles just pulverize his fucking bully body. Billy, its taken me two months to save up this $20 because Joe keeps taking all my money. But I finally did it. I've been dreaming of this day Billy. I've been watching your muscles grow and I was hoping that you would get big enough to beat up Joe. And now you're more than big enough to smash his fat ass. So, PLEASE, Billy, PLEASE, say yes. Be my bodyguard!" Donald's face was getting all red and his hands were really trembling. I could tell that this was really important to him and that Billy was really his last hope to lead a normal life as a seventh grader.

Billy looked down at poor, puny Donald and looked at the $20 bill that Donald was trying to give him. I think Billy could sense just like I could that Donald was truly desperate. He looked at Donald's puny little body, thought about that big kid Joe pounding on helpless Donald, and then looked down at his own big chest and arms. Suddenly he punched his right fist hard into his left hand and said "OK, Donnie, it's a deal. I'll be your bodyguard. If that asshole lays a hand on you, I'm going to beat him to a pulp. Hey, I think this is going to be fun. I like to beat up big kids. I haven't beaten anybody up in over a month because I'm so much bigger and stronger than every other kid in this school that its no fun. I don't like to beat up little kids who can't fight back. I like to beat up big guys who think they're studs but then get pulverized by a 12 year old's big muscles. I get a big rush when my muscles overpower another kid and smash him into oblivion. This kid sounds like he needs a real thrashing, and I'm up for it! And I'm getting paid for it too! I think I'll like being your bodyguard, Donnie. You may be a wimp, but you're an OK guy and you don't deserve to be beat up by some warped 9th grader. " Donald burst into tears or joy, wrapped his little arms around as much of Billy's big, muscular chest as he could and hugged him with all his might. "Oh thank you, Billy, thank you." The plan was for Billy and me to follow Donald around, but not close enough that Joe would notice. Sure enough, just before lunchtime, Donald was walking on the playground outside and a kid that was probably six inches taller and 40 pounds heavier than Donald came up to him and grabbed his arm. He twisted Donald's arm up his back real hard and then punched his other fist into Donald's weak, flabby gut. Donald buckled over in pain. "OK, Donnie-boy, you miserable freak, how much you got for me today? It better be more than yesterday or I'm going to really pound your pathetic little excuse for a body."

"I've got news for you Joey. I'm not paying one more cent. You are a bully and a coward and a total asshole. You can just fuck off!" yelled Donald. Donald felt great being able to tell Joe exactly what he thought of him. Joe looked shocked. Donald had never dared talk to him like that before. "What did you call me, you little runt? I'm going to pound your ass into the ground so hard you'll need a tractor to pull it out!" Joe pulled back his right arm, getting ready to punch poor Donald really hard in the gut, when a big, strong hand grabbed Joe's arm and jerked him around. Joe was now face to face with Billy, the biggest, strongest, meanest dude in the whole school.

"Hey, you fat slob, what the fuck to you think you're doing?" said Billy. "You like to punch out little guys who can't fight back? You like to pick on 7th graders? Well I'm a 7th grader too. Except, unlike Donnie here, I can fight back. I guess you didn't know that Donnie is one of my closest personal friends. I guess you didn't know that Donnie and me are like brothers. (Billy was exaggerating a little bit.) Anyone who picks on Donnie is also picking on me. And do you know what I do to guys who pick on me? Here, I'll show you. Punch me in the gut just like you did to Donnie." Joe stood frozen. He sure didn't want to punch the big, muscular kid standing in front of him. Billy outweighed Joe by more than 50 pounds of solid muscle. But Billy didn't take no for an answer. "Punch me in the gut, fuckhead," ordered Billy. "And it better be at least as hard as you punched little Donnie here" With no alternative, Joe wound up his arm and punched Billy as hard as he could in the gut. His fist made a smacking sound and bounced off Billy's steel-like abs like it had hit a brick wall. Billy looked down at the punk and sneered. "Did that feel a little different than Donnie's gut? I think this will feel a little different than what Donnie could do in return."

At that, Billy wound up his right arm and landed an incredibly hard punch to Joe's gut. Even though Joe had pretty good abs, Billy's powerful punch drove deep inside his gut, pulverizing his ab muscles and reaching his intestines. Joe immediately dropped to the floor in agony. Billy fell on top of Joe and began wrestling with him. Billy was so much stronger than Joe that Joe could put up almost no resistance to Billy's powerful muscles. Every so often, Billy would sit on Joe's legs and punch him in the gut and chest landing powerful punch after punch. Billy didn't touch Joe's face. He wanted to leave that to Donald. Every punch felt like a piledriver and Joe's body turned red from all the broken blood vessels. Billy twisted Joe's arms and legs into such painful positions that the bully started crying in pain. Billy wrapped his oak tree legs around Joe's chest in a devastating scissors hold and started to squeeze. His huge quads popped out in bold relief and all the air was immediately forced out of Joe's lungs. Billy squeezed harder and Joe started gurgling uncontrollably. Finally, Billy relaxed his hold and stood up. Joe just laid there hoping it was over. But it wasn't.

Billy lifted Joe off the floor and stood behind the bully holding his arms in a full nelson. Then Billy said, "Here, Donald. Come over here and punch this asshole as hard as you can as many times as you want. I want you to beat him up good!" Donald stood in front of the formerly fearsome bully, made his little hands into fists and started punching furiously at Joe's gut, his chest and his face. Blood started spurting from Joe's nose. Ordinarily, Donald's weak little punches wouldn't have fazed the big, strong kid in the least, but Billy had already pulverized Joe's flesh so much that every one of Donald's punches hurt a lot. Donald punched and punched, paying back all the pain and humiliation he had received from Joe. Oh how good this felt, finally turning the tables on his tormentor. Finally Donald was satisfied and he stopped his punches. Billy threw Joe's pulverized body on the floor and said "if you ever touch Donnie again, you will think this was a picnic."

As we walked away, Donald said "That was the best $20 I've ever spent! That was incredible, Billy. Thank you so much!" Billy said "No problem, Donnie. I really had a lot of fun thrashing that asshole and I really liked it when you beat him up at the end. You threw some really good punches. Hey, if you have any friends who are getting bullied by bigger guys, just tell them to come and see me. I won't even charge any money. I like being the bodyguard for you little nerds."

Well, needless to say, Donald had quite a few friends - 5 to be exact - that were being bullied in one way or another by bigger kids. One by one, every one of these bullies got beaten up by Billy, or by the little dweeb after Billy had softened them up a bit. Billy had a blast using his big muscles to thrash all those bullies who were used to thrashing the little kids. Miraculously, all the bullying of the little nerds in our class suddenly stopped. Billy was now the hero of every dweeb in the seventh grade and he loved his new position as class bodyguard.

In the middle of December the P.E. Department at our school held a weightlifting contest. This was an annual event. Each year there was a contest in December and another one in June. The idea was to see how much stronger you could get between December and June and then between June and the next December. All the big, strong kids in the school entered the contest. They wanted to show off to the girls and prove how macho they were. This December, about 25 kids entered. They were all 8th and 9th graders except for Billy. Some of them were the bullies that Billy had just beaten up. He was the only 7th grader who had the guts to enter, but he was far bigger, stronger and more muscular than any of the other kids who entered. We all knew that Billy was going to win the contest. We just didn't know by how much. Even Billy didn't know exactly how strong he was since he was getting stronger every week and he never went for his absolute maximum in his grueling, intense workouts. In the contest the kids would do bench presses, squats and deadlifts, the three powerlifts, the tests of real strength. The kid with the highest combined poundage would win.

Before the contest, Billy took off his shirt and warmed up a little by doing some pushups, pull-ups, light squats, light deadlifts and sit-ups. His muscles started to bulge with raw power. They weren't pumped to their maximum yet, but they were big and hard and the fibers were showing clearly. I could see the veins under Billy's thin, tan skin as the blood engorged his big muscles and the hard, dense fibers forced the veins to push against his skin. Just for the record, I decided to take Billy's measurements. I wouldn't have believed a 12-year old could be this muscular if I hadn't personally seen Billy's bulging, flexed muscles stretch the tape to these girths: Upper arms 16-1/2; chest 46; neck 16-1/2; forearms 14; waist 28; thighs 25; calves16-1/2. In a little over three months, Billy had packed 7-1/2 inches of muscle on his upper arms, 13 inches on his chest, and 9 inches on his thighs. His waist only increased by only one inch, and that was all rippling, corrugated muscle.

As we had done so many times, Billy and I stood next to each other in front of the mirror. What a contrast! Billy's big, muscular 175-pound musclekid body absolutely dwarfed my little 105 pounds of boy flesh. With his short blond hair, blue eyes, sparkling white perfect teeth, drop-dead handsome face and strong, muscular neck he looked like a young Abercrombie and Fitch model. His shoulders were now at least ten inches wider than mine, five inches on each side, and his delts looked like big cannonballs of striated muscle. Every time he moved his arms, the fibers in his delts moved under his skin, flexing and unflexing and rearranging themselves effortlessly. He had big, powerful trap muscles leading up to a strong, muscular neck. His lats were incredibly wide and thick, tapering down to his rippling 28-inch waist. His 8 pack of abs was so shredded that every crevice looked like it had been carved with a knife. He had an incredibly hard, round muscle butt that stretched his shorts. He wore his shorts really low and I could see the tan top of each globe of his glute muscles. His legs were big and shredded, with veins crisscrossing his bulging quads and his calves looking like muscular diamonds. Billy flexed his arms in the mirror. His biceps and triceps rippled with amazing size and muscularity. Every fiber was visible and veins pulsated across the huge muscles. My 12 year old friend had turned into a superman.

"Time to go lift some heavy iron," said Billy, as we walked into the gym. As we entered, I heard a loud cheer from the crowd. All 25 geek members of the 7th grade computer club, including Donald and his friends, were there cheering for Billy. Billy was their hero and protector. All the pretty 7th grade girls were there too, also cheering for Billy. Every one of them wanted Billy to be their boyfriend. "Kick their asses, Billy," yelled one of the computer nerds. "Show 'em who rules this school," shouted another. Billy turned to the crowd, smiled and flexed his arms. The kids erupted in applause. All the other contestants were looking at Billy in awe.

Bench press was first. The spotters first loaded the bar with two big plates, a total of 135 pounds. There were several kids who couldn't do this. It was an easy warmup for Billy. They then added 10 pounds to the bar every round, and one by one more and more of the cocky 8th and 9th graders dropped out. Billy was still warming up. Finally Mark and Brad were the only ones left besides Billy. They made it to 175 pounds but couldn't lift 185. Billy lifted it easily. Now that he was the only one left in the contest, Billy ordered, "Forget this 10 pound shit. Put on another 50 pounds." The spotter kids gasped but did as they were told. The bar was now loaded to 235. Billy pumped it up like it was his first warm up. "Another 50," ordered Billy. The bar was now at 285. Again Billy pressed it up, his huge chest bulging and his triceps and delts rippling with power. His whole body was now covered with sweat. "Gimme 325," ordered Billy. That's 25 pounds more than I've ever done, but I feel as strong as a fucking bull." "You look as strong as a bull," said one of the spotters. Billy smiled at him and flexed a hot, sweaty bicep right in the kid's face. Then Billy got under the bar and took a deep breath. He lifted the bar off the rack, slowly lowered it to his big, red bulging chest and with a burst of incredible power pushed it back up, locking his elbows at the top. All the kids burst into cheers and Billy jumped up and flexed his arms. He was a total stud. He knew it and every kid in the gym knew it. •