Barry was walking along the other side of the street a few blocks from my house. I'd known him as a casual acquaintance for a few years now, but even though we were about the same age, we were not in any of the same classes. I was an 'honors' student and he was -- well, he was an average student. It had been a few months since I'd seen him, but he hadn't changed much. His brown hair might have grown out a little longer, but otherwise he was the same Barry. I called over to him to get his attention.

"Barry! How's it going? Ready for summer?"

"Yeah, finally! Gonna just relax and swim and tan."

"Yah, oh sure, you'll really knock 'em dead at the beach with those muscles."

"Well, they're better than they used to be. Besides, you're not exactly Mr. America yourself!"

"Yeah, but anyone's stronger than you!"

"Yeah? OK, C'mon, let's see what you got!"

I dropped my books as we both got down onto the pavement and resumed our tradition of years. I knew that neither of us was particularly strong, but we were very close in strength and size -- I was the tall one at over 6' -- and whenever we met, we went through the same ritual of arm-wrestling to see who was the stronger. Sometimes he won, sometimes I did. We gripped hands, and on the count of three, we were locked in combat. For several seconds, there was no motion besides some shaking of our hands with the strain. But then I began to tire, and slowly his hand forced mine back until it hit the sidewalk.

"Can't beat these muscles this time!" he crowed, and flexed his arm as we stood up.. I felt the bulge in his bicep. It felt sort of as if someone had shoved a decent-sized lemon into his upper arm. It was about the same as mine, I thought, but I liked the feel as he flexed for me.

"Not exactly cold hard steel," I remarked, "but you're right, I guess there's more muscle there than last time."

"Bigger than yours now I bet," he said. I flexed for him as he grabbed my arm. He squeezed my own bicep critically, and added, "Hey, I think you're a little bigger than you used to be, too. I guess the stuff they make us do in gym isn't a complete waste of time."

We both flexed our biceps for each other, each measuring the other's size and firmness with his hand, and, as always I felt my dick swell in reaction to our little muscle contest. And, as always, I hoped Barry didn't notice. At that moment, there was a voice from a little ways behind me.

"You guys are funny!"

I turned around, embarrassed that someone had been watching. Walking over to us was a short kid with a mop of light brown or blond hair, probably in sixth or seventh grade at the most, wearing jeans and one of those oversized 'surfer' shirts that some guys like to wear. In a voice that had obviously just begun to change, he said, "You guys act like you're strong and got muscles and stuff, and you're so skinny! I bet I can beat either one of you."

Barry looked at the kid, whose head barely reached my chest, and grinned. "Yeah? You think you can beat the champ?" He flexed his arms again for emphasis. I just remained quiet.

"Come on, you'll see!" The kid stretched out on the ground and bent his elbow. His oversized sleeve still covered his upper arms to his elbows. He gave Barry an impatient look. "What's the matter? Scared?"

Barry just snorted and got back down on the ground. He gripped the kid's hand. "OK," I said. "On the count of three. One...two...THREE!" Barry and the kid began to push. Barry was really struggling, and his face grew red. After only a second or so, the kid's hand steadily pushed Barry's to the ground!

The kid was grinning widely up at me. "You wanna try?" he asked. I looked at Barry, as if to ask, "is this for real?" but he was still sitting on the ground staring at the kid. I had to find out, so I got back down on the ground and gripped the kid's hand. I immediately noticed that he had a much firmer grip than Barry did.

Barry shifted his position uncomfortably, and said, "Uh...yeah, all right, on three. C'mon, Mike, you can take him -- he's just a little kid. He caught me off guard is all. One, two...THREE!"

It was plainly obvious that this little kid, maybe three or four years our junior, was stronger than either Barry or me. Once again, it only took a few seconds before the match was over, and the kid was the victor.

"You guys think you've got muscle, it was so funny watching you flex." the kid said. He pulled up the loose sleeve from his upper right arm. "This is *real* muscle!" He flexed his arm. I heard Barry take a breath. If Barry's arm looked like someone had shoved a lemon under the skin, this kid had shoved a fair-sized orange into his small-boned upper arm. I reached over and felt his rounded bicep. No, not an orange -- more like a small caliber cannonball! It was hard as iron, without the babyfat that you usually see in a kid just hitting puberty.

I felt the hardness in my shorts intensify. My breathing became shorter, and I stammered, "Cold hard steel. That's...amazing!" Barry felt the kid's arms -- he was flexing in a "double bicep" pose with both sleeves pulled up -- and just stood there looking embarrassed at being outclassed by this little kid.

"This is impossible," Barry said. He felt his own upper arm self-consciously. "A kid like you can't have muscles like that!"

"Yes I can! Compared to me, you guys's muscles are just pipsqueaks!"

"How...how old *are* you?" I finally asked. I mean, maybe he was just a sixteen-year-old who looked real young, though I didn't think so. I was feeling a little weird, as always, at getting all hard over this muscle stuff, and getting hard over a little kid seemed even more weird. I hoped nobody noticed how much I was shaking.

"Twelve," he replied. He stood a little taller, and added importantly, "and a half. Why? How old are you?"

"Fifteen," I answered glumly. Two fifteen year old high-school guys humiliated by a little junior-high twelve-year old.

"I'm Barry, and this is Mike." That was odd; Barry seemed to have decided to become friends with the kid. "What's your name?"

"Stan," the kid answered. "Stan The Muscle Man!"

"You're really strong, Stan. How did you get so much muscle?" I asked, ignoring the bravado.

"Oh, well, I've been lifting weights since last year. I used to be almost as puny as you guys, when I was a little kid."

I was getting an idea, and I thought maybe Barry was thinking the same thing. Maybe if we made friends with this musclekid, we could build up some muscles of our own over the summer lifting weights with him. Maybe we'd even get to teach him a lesson when were were stronger.

"Stan!" a man's voice called out from a nearby house. "Stop making fun of those guys! I've told you not to brag and show off."

"I'm sorry, Jonathan," Stan called, "but they wanted to know how I built my muscles up. They were flexing and stuff, and I was just showing them what *real* muscles are!"

"Well, if they're into muscles, you shouldn't make fun of them," Jonathan's voice called. "Bring them over here."

"Who's that?" I asked.

"Jonathan. He's my friend with the weights," Stan said as he headed for the nearest house. I picked up my books and we followed, not knowing quite what to expect. •