Jenny - Part 2
By TDB, writing_hard@yahoo.co.uk
In which we meet Penny, Jenny's similarly-powerful adversary...


The young gymnasts staggered back into the locker room, absolutely exhausted
after their five-hour workout. Unsatisfied with the draining beam and vault
practice he had put them through, Coach Johnson had the girls finish off with
two hours in the gym, hitting the weights. A couple of the girls had already
climbed into the showers, hoping the hot water would soothe their aching
bodies. Shelley and Amanda however, were too tired to do anything but collapse
onto the bench and stare blankly at the ceiling. "Oww, my arms are really
stiff," moaned Shelley who, at 12-years old was slightly younger than her
friend by just a few months. "Huh! That's nothing," retorted Amanda, "my
back's so tight I don't think I'll ever be able to bend over again!" "When's
Coach gonna realise that we aren't all like Penny?" grumbled 15-year old
Isobel, spread-eagled on the floor. "Where is 'Little Miss Muscle' anyway?"
she asked, checking to make sure that she wasn't in earshot. Amanda grinned
ruefully, "Oh, you know her - she wanted to impress Coach with some extra sets
of concentration curls after we were all done." The locker room door suddenly
flew open, "Oh God! Here we go..." muttered Isobel.

Into the room back-flipped Penny; her 5'7", 13-year old frame soaring
powerfully through the air until, with expert feline grace, she came to an
absolute standstill in front of Shelley and Amanda. Penny too was a gymnast -
an incredibly skilled gymnast, as her perfect back-flips paid testament to.
She was by far the most outstanding athlete in the group and had been
earmarked for the Olympic team. Her incredible talent was matched by
incredible looks; tumbling flame-red curls, big green eyes and full ruby lips.
No one was in any doubt that Penny would grow up to be a heartbreaker - she
was already the most wanted girl in the school. The problem was that Penny
knew it, and she absolutely loved the feeling of power that she was able to
hold over scores of horny teenage boys.

Power was what Penny was all about; power was all that Penny craved. She wore
padded bras and revealing clothes; flirted shamelessly with both boys and male
teachers, stole boyfriends and ruined relationships, not because she actually
wanted any of the hopelessly doting males she attracted, but just because she
revelled in her ability to ensnare anyone with her wiles. When it came to
gymnastics, she competed ruthlessly, striving to utterly crush her opponents
and humiliate her team-mates; she had personally won more trophies, medals and
competitions than anyone else in the school's history. Unsatisfied with all of
this, Penny had decided that, above all else, she needed to be physically
powerful. Already highly athletic after years of gymnastics training, she had
turbo-charged her physique by beginning to determinedly lift weights and,
twenty-four months later, the results were spectacular...

Amanda and Shelley couldn't help but feel envious as Penny stood before them,
glowing radiantly after all the exercise - whilst they were shattered, she
looked thoroughly invigorated. Penny pulled off her hair tie and shook loose
her blazing tresses, which cascaded down onto her shoulders. Mouth open and
chest heaving, she looked down and surveyed her body, a smile forming on her
lips. She gave a sexy little moan, "Ohhh! I feel amaaaazing! I宋e got such a
pump going - you should have seen Coach drooling over my arms! I thought the
old man was going to have a heart attack!" She laughed cruelly, and then
looked at Shelley, "You!" she commanded, "Get the tape measure from my bag and
measure my biceps!" Not daring to disobey, Shelley wearily rose and fetched
the tape. As she approached, Penny began pumping her arms in preparation, and
then hit an eye-boggling double-biceps pose. The entire room could only stop
and stare in admiration - even Isobel peeked up from her prostrate position on
the floor. All of the girls in the room, like the diligent young gymnasts they
were, could produce a distinct bicep, far bigger than any ordinary girl (and
sometimes, boy) of a similar age could manage. Isobel, in particular, was
proud of her tennis ball-sized muscles, and even Shelley, the youngest in the
group, had hard little biceps but, compared to Penny, all the girls in the
room felt and looked weak and inadequate...

No matter that Penny's physique was up for comparison against some of the
finest young gymnasts in the area, because Penny simply didn't look like a
gymnast - she looked every inch a fresh-faced professional bodybuilder. Those
biceps for instance, which Shelley now jealously pulled the tape around and
measured, were "Oh my God! 16 inches!" Shelley squealed. Penny purred with
delight as the other girls 双oh-ed' and 疎ah-ed'. "Go ahead, Shelley - feel
it," instructed the muscle-bound teenager, smugly. The tape slipped out of the
younger girl's hands as she eagerly started to probe the mountain of engorged
muscle in front of her eyes, fingers tracing the soft, smooth skin where puffy
veins snaked below. "Wow...it's just so, so...big," Shelley finished lamely,
reduced to monosyllabic words as her brain struggled to comprehend the
vastness of the unyielding feminine muscle before her. "腺ig' doesn't do me
justice," snapped Penny, tartly, "my body deserves 祖olossal' or 組argantuan'.
I didn't spend two years in the gym, pumping some serious iron, transforming
myself into the most fabulously muscular 13-year old girl on the planet just
to be described as 礎ig'. My biceps," she continued, getting angrier, "are 16
inches around - 16 inches of pure, rock-solid, girl-muscle! My biceps turn
women green with envy, and leave men salivating for days! You can only dream
of ever having biceps like these!" Penny paused, glared around the locker
room, and suddenly seized the long wooden bench that ran along the side of the
room, and on which Amanda still sat. With a grunt she lifted it into the air,
the dozens of six-inch screws that held it tight against the wall and floor
were simply torn out and tinkled downwards onto the tiles like metallic
raindrops. With Amanda squealing and hanging on for dear life, Penny began to
curl the bench rapidly, seemingly with little effort. At the top of each
repetition, her biceps so inflated with muscle that they looked ready to
burst, she spat out individual words,
"How...many...young...girls...do...you...know...who...can...do...this?...How..
.many...little...girls...are...this...strong...and...muscular?" Flushed red,
more with anger than from the strain of her endeavour, Penny lowered the bench
to the ground. Pale and shaking, Amanda was too terrified to even move, and
maintained her tight grip on the bench, her knuckles white.

All eyes were still on Penny as she strutted into the middle of the room and
began to peel off her leotard. The other young gymnasts could simply step out
of their uniforms but, given how muscle-pumped Penny's 5'7" frame was, with
her it was a much more demanding process. She started to pull the straps off
her shoulders, the fabric stretching as it rose up, and up, and up, and
finally over the youthful athlete's muscle-capped delts. Now the straps had to
contend with navigating Penny's meaty arms as the leotard was slowly pulled
downwards over her torso. After she had eased the straining fabric down the
immense 膳' formed by her wide, flaring lats, Penny's powerfully-twitching
pectorals were exposed. Self-consciously, one of the girls in the shower
covered her own chest with her hands - she had a hint of muscle cleavage, but
that was all, and compared to Penny...well! Penny's pectoral muscles were
several inches deep, alone enough to fill any leotard to capacity! Yet there
was still more - atop her pecs sat two plump, ripened breasts that easily
filled a C-cup. She had no need for the padded bra she was wearing, even if it
did make her breasts look still fuller, and leave Coach tailing off halfway
through sentences when he was talking to her, his eyes breaking contact with
hers to drop several inches where they lingered, full of yearning. Really,
Penny had no need for any kind of bra at all; she could perform vigorous
gymnastics routines without her breasts moving an inch, her pecs were so
reinforced with rigid muscle...actually, the bra did serve one purpose - it
prevented Penny's bullet nipples from puncturing the front of her leotard,
something they still tried their utmost to achieve.

Next, Penny had the tricky task of working the leotard down her stomach;
utterly devoid of any of the puppy fat that the other girls in the room
carried, and flat and hard with a layer of rippling muscle. The only way to
achieve this was by rolling the leotard down over each of the three swollen
pairs of adjacent abdominal muscles that formed her six-pack. As she twisted
slightly, a formidable wave of muscle swelled and undulated. Amanda couldn't
help but remember Mark Rinson, an 18-year old star quarterback, who had become
so enraged by Penny's taunts about how frail he was that he had lost his head
and punched the young female powerhouse in the stomach with all the strength
he could muster. Had he punched Amanda like that, she'd be dead, but because
he punched Penny, he broke every bone in his hand and arm and never played
football again. Stripping off for practice in the locker room later that day,
Amanda was stunned to notice that Penny hadn't even the slightest bruise;
indeed, judging by the number of sit-ups she managed, Penny's stomach was
completely undamaged and stronger than ever.

The material of the leotard now gained a brief respite, as Penny reached her
slender waist, but it was not to last. A young girl she may have been, but
Penny had the elegantly curvaceous hips of a full-grown women, and these swept
into her thighs - two monstrously-swollen and striated columns of pulsating
young girl-muscle. It looked like thick industrial steel cables were furled
beneath her skin, writhing and twisting sinuously. From her position on the
floor, Isobel could only marvel at the seat of Penny's leotard riding up
between her spherical buttocks - it couldn't hope to fully cover the epic
scale of her power-packed rear. Isobel was also on an eye-level with Penny's
calves, which now erupted as she shifted onto her toes, trying to wiggle the
leotard down her legs. It seemed like she had an endless reserve of muscle;
every time Isobel thought they had reached their limits, Penny's calves
upsurged with more and more potent womanly power, a volcanic explosion of
strength beyond belief.

Penny's legs were put to good use - it was one of the most terrifying, yet
mesmerising, things in the world to watch them propel her down the run-up to
the vault. Despite her enormity, Penny was tall for her age; and lithe,
flexible and graceful, just like the greatest gymnasts have to be - but her
power far exceeded that available to even the fastest 100m sprinters. She
moved so rapidly that it was hard for the viewer to keep her in sight, and as
she did so, every overwhelming muscle in her youthful body bulged and rippled
incredibly. She hit the vault so hard you thought that either she or it must
simply crumple with the devastating force, but then up she soared,
effortlessly cutting through the air with more controlled dynamism than even
the most acrobatic and aerodynamic of jets, easing herself into countless
seemingly-impossible twists and turns, before landing with an impact that you
were sure would shatter her legs; but there she stood, with not a waver or
stumble, back flaring as she rose her pumped arms in triumph, intimidating
chest thrown out, gargantuan legs swollen with leviathan amounts of
muscle-petrified flesh. She always received a perfect score...

Inevitably, the material, as flexible as it was, simply couldn't cope with
Penny's muscle-bloated legs - a shredding sound proclaimed that, for this
heroic leotard, it was the end. Penny flung the torn garment away with a
sneer, and stood before the girls in just her underwear - the overworked
padded bra, and a taut thong. Unbidden, Shelley abruptly sank to her knees and
began kissing the feet of the teenage Amazon that stood before her. Penny
glanced down at her admirer, and then surveyed the room with amused eyes. "Who
else wants to worship my powerful young body?" she asked. Shyly, several girls
advanced and reached out trembling hands, ready to probe the every crevasse of
Penny's every astonishing muscle. One girl, in a trance-like state, stepped
out of the shower and walked, naked and dripping wet, across the room; no one
even gave her a second glance. Eventually, even Amanda gave in to temptation
and stretched out her arm, reaching for Penny's posterior; her fingers first
tracing the arc of Penny's right glute, before she began to caress it with her
entire hand - it was as hard as a cannonball, but warm and smooth. Without
moving, Penny contentedly announced, "Amanda, I want you to take off my
thong." Amanda gulped, but slid off the bench on which she still sat, crouched
behind Penny, and did as she was told. As she slowly pulled down the tiny
piece of underwear, Amanda was so close that her hair tickled the back of
Penny's knees. Penny giggled, and squirmed, causing the flock of doting girls
around her to gasp as her muscles inflated so quickly and so substantially
that their hands were thrown off - they couldn奏 get them back on soon enough.
Reaching the floor, Amanda began to nuzzle Penny's protruding calf, her eyes
shut, her lips sliding over skin moist with sweat. "Oh Shelley," now murmured
the young muscle-girl breathily, "take off my bra..." Delivering a final,
loving kiss to Penny's foot, Shelley eagerly stretched to her full height; her
wide eyes were exactly level with Penny's nipples. The younger girl tried to
reach around behind her muscular heroine to unhook her bra, but her arms
couldn't encompass Penny's considerable gym-pumped torso. Still struggling,
Shelley pressed herself into Penny's warm body, her face disappearing between
the two juicy breasts before her. It took several moments before Shelley's
scrabbling fingers were able to achieve their objective and she could take a
step back, gulping down air and pulling the bra slowly but surely down Penny's
arms; the room waiting with bated breath until, eventually, Little Miss Muscle
stood in the middle of the room, naked and glowing radiantly.

Isobel could only watch, astonished, as every girl in the room but her was
drawn to Penny; if the body was a temple, then Penny was surely the Temple of
Teenage Muscle...and as far as the other young gymnasts were concerned, Penny
was not just the temple, but also the High Priestess, and the Amazonian
Goddess herself. If Herakles had come up against Penny, not only would he have
failed to complete his Twelve Tasks, he would have been slaughtered. In fact,
Penny could have probably taken on the entire Greek Pantheon single-handed and
massacred the lot of them, perhaps sparing Zeus to keep as her slave...

Unexpectedly, the door to the locker room suddenly crashed open, and Coach
Johnson sprawled heavily onto the floor with a loud "Oomph!" Isobel
immediately recognised that he must have been peeping through the keyhole when
he had obviously lost his balance and tumbled into the room. It didn't take a
genius to work out what, or rather who, he had been looking for; fond as she
was of Coach, Isobel was disgusted. Penny's spell was temporarily broken, and
the girls in the room who were less than fully dressed began screaming and
running for towels to hide their modesty. In the midst of the commotion, Penny
stood unmoved, and unashamed of her naked body. Coach scrambled to his feet,
his face red and his eyes lowered, "Erm...er..." he mumbled, "S...sorry girls,
I was just...er...walking past when I...tripped and...fell through the door.
By accident, you understand..." he finished, rather too quickly. Isobel felt
herself getting angry - Coach had no right to invade their privacy like this -
and she glanced at Penny, knowing that she was the only girl in the room with
the power to do anything about it. Things were settling now, and the room fell
silent, although many of the young gymnasts were still blushing and looking
scandalised.

Coach Johnson began to shuffle towards the door; he knew that he was in
trouble - school governors did not look kindly upon middle-aged male members
of staff bursting into the women's locker room, especially when it was full of
teenage girls in various states of undress. But he simply hadn't been able to
control himself - one of his young charges, a 13-year old called Penny, so
inflamed his senses that he had lost his head. Never before had he found
himself attracted to one of his pupils, but never before had he had a pupil
like Penny - he was well used to seeing fit, athletic girls, indeed he was
proud that his gymnasts were as healthy and strong as the best in their
age-group. In an age when most girls avoided taking part in any sort of
physical exercise, it pleased him to watch the young women under his tuition
developing lean, toned bodies and avoid falling prey to the obesity pandemic.
Penny, though...Penny was different - she had started out under his teaching
already blessed with a six-pack and small but hard muscles in her arms and
legs. He had observed how happy it made her to discover that after each week
of training she had become that little bit stronger. He had stayed behind
after each training session to keep the gym open as Penny did hundreds and
hundreds of sit-ups and press-ups until she was too exhausted to continue. He
had chuckled as the brash young girl had challenged the male gymnasts, all
well-built boys, to armwrestling contests, and he had marvelled as she had
beaten them all. And finally, he had gazed on in amazement as Penny had
discovered the joys of pumping iron and, over the course of two years, grew a
foot in height and added inch after inch of incredible muscle to her young
body. Coach Johnson had never laid eyes on such feminine power - here was a
girl whose biceps made him, a burly 40-year old man, look undeniably scrawny.
No other female in the school had a body like that, although they all wished
they had, and every weekday evening he had to cope with watching that body
making unreasonable demands of the fabric of the regulation school leotard
into which it was squeezed. It was especially tough when he took the girls to
the weight-room, and Penny began heaving around poundages that were easily
equivalent to his own bulk, her muscles becoming ever-more pumped and striated
- it was difficult for him to concentrate on helping any of the other girls
when wherever he looked he caught sight of Penny in the mirrored
walls...Penny's melon-sized biceps peaking...Penny's six-pack turning her
leotard into a relief map...Penny's globe-like glutes swaying...Penny's bullet
nipples aimed directly at him...Penny's muscles swelling and swelling and
swelling...

Coach doubled the amount of time he made the girls spend in the gym, in the
hope that one day Penny's youthful muscles would flourish to such a degree
that her leotard would simply fly off and he could drink in the image of
womanly supremacy and perfection that stood before him. Penny, of course, knew
the effect she had on Coach; knew that he lusted after her muscle-bound body,
and flaunted herself immodestly in front of him. No matter how much Coach
Johnson knew his infatuation was wrong, he simply couldn't escape Penny's
spell - no man could. If Penny chose to tease you for long enough, you would
eventually go mad, and she knew it; what's more, gloried in it.

Not half an hour ago, when the other girls were leaving the gym, Penny had
asked Coach to check her form on her concentration curls. She had placed his
hand atop her right bicep and began to elevate the weight from the floor,
moaning softly in satisfaction as she felt her muscles tremble against the
resistance. As Penny's bicep inflated, her helpless coach's fingers were
irresistibly spread apart, "Oh my," she squeaked, in a little-girl voice, "I
didn't know my muscles were sooo biggg and strrrong!" Her bicep peaked; it was
quite unlike anything Coach Johnson had felt before - how could human flesh be
so hard? "Do you like my muscle, Coach?" Penny had then asked, innocently, as
she began her second repetition, "It's verrry biggg, isn't it?" Coach Johnson
could only mumble incoherently. "Are all girls this powerful?" Penny
continued, "Because I thought little girls were supposed to be weak, but I'm
not, am I?" Coach shook his head wordlessly; more and more blood was flowing
through Penny's veins now and her bicep was swelling. "Ohhh, I feel strong
enough to lift an SUV!" the young girl giggled, "Sooo
strrrong...ooooh...mmmuscles sooo biggg!" Coach Johnson could take no more,
"V...very good, Penny...I've got to go now!" he stammered, and then fled from
the room, hunched over. Penny had finished her sets of curls, admiring herself
in the mirrors, and laughing at the fact that men were putty in her hands...

Now Penny strode purposefully forward, her congregation parting as she passed
through them. "But Coach Johnson," she tutted, "you can't leave now - you've
only just arrived!" She stopped in front of him, and looked him up and down,
"Weren't you here for the show? It's about to start..." The poor teacher
cowered, his eyes still lowered, "Show? What show?" "Why, the show you came to
see of course! My show!" the girl purred seductively. Penny raised her arm and
Coach Johnson flinched, but she merely placed her forefinger below his chin
and effortlessly raised his head until he had no choice but to focus on her
magnificent physique. She withdrew her hand and gave a twirl, letting Coach
drink in the astonishing sight. "Enjoying it so far?" Penny smiled, "It's
good, isn't it?" She started to massage her breasts, tweaking her nipples
slightly between finger and thumb, "Mmmmh...it got great reviews," she moaned,
"critically acclaimed...ooooh...audiences loved it...oh yessss...and who can
blame them?" Coach Johnson was doing his best goldfish impression; eyes
glazed, mouth flapping. Penny turned her attention to her triceps,
straightening her arms alternately and cooing as she watched her hard flesh
bulge - first right arm, then left, right again, left again...one colossal
horseshoe-shaped muscle danced for the room's pleasure, and then its twin did
likewise - if Penny's biceps were world-beaters, then her triceps were every
bit as deserving of accolades. Growing in confidence, Coach Johnson reached
out for Penny, his tongue flicking over dry lips; Penny slapped his hands
away, but he wasn't to be so easily discouraged and back they came. Again
Penny stopped him, this time more forcefully, and then she stood, arms akimbo,
one eyebrow raised, "Unfortunately for you, Coach, you don't have a ticket..."

Coach Johnson knew what was coming, and he didn't intend to stick around, but
Penny was too quick for him. As he turned and lunged for the door, Penny
caught his belt and stopped him dead in his tracks. Then, in one easy
movement, she hoisted him into the air; he may have weighed 250 lbs, but for
this young muscle-girl that was nothing. Up and up rose the hapless man, and
up and up rose Penny's formidable bicep; it was hard to know which caused the
more excitement among her team-mates. Coach Johnson was by now kicking and
squirming in a desperate attempt to free himself, but he wasn't getting very
far; Penny started to curl him, squeezed out thirty reps, swapped him to her
other hand and then repeated the feat, addressing Coach Johnson as she did so,
"I told you I felt strong enough to lift an SUV, didn't I Coach? Do you
believe me now? Have my girl-muscles convinced you yet?" Coach though, was too
busy trying to get away to reply, and Penny continued, "After all, you've had
enough of a look now, haven't you? You've seen my fabulous body now, haven't
you? My young body...my muscular body...my naked body." Just like earlier,
Penny was getting angrier and angrier; her plump lips pursed and her bedroom
eyes narrow. "Please," begged Coach Johnson, recognising his escape attempt as
futile and abandoning it, "please let me go. I'm sorry I burst in - I'm
sorry!" "Sorry's not good enough," sneered the behemoth gymnast, "you'll have
to be punished...but not by me, by the girls..." she surveyed the room, "What
do you think, ladies?" The entire room exchanged excited glances as smiles
formed on their faces, "I'll hold this pervert and you can discipline him for
spying on you as you all undressed." Penny manoeuvred Coach Johnson, his face
pale, until he was once again standing on his own feet; there was no escape
though, as Penny had his arms pinned firmly behind him, her steely body
pressed into his back.

"Step up, Isobel," encouraged the young Amazon, "and show the others how it's
done!" Uncertainly, Isobel moved forward to stand directly in front of her
coach; her team-mates started a slow hand-clap, one or two chiming in with
shouts of "Go, girl!" Isobel looked into the panicked eyes of Coach Johnson,
the man she had known for many years, the man who had carefully and
painstakingly tutored her, the man she had respected...and then she remembered
what he just done, and felt disgusted. She balled her fists, arms tensed, took
a deep breath, and then planted a sweet right jab into the man's stomach. He
may have once been a formidable athlete, but that was a fair few years ago and
now Coach Johnson had something of a belly. As the punch landed, he felt the
air rush out of him; only Penny's vice-like grip kept him upright and stopped
him from doubling over. Isobel had never hit anyone before, and enjoyed this
feeling of physically dominating someone else - this, she thought, must be
what Penny feels like. Gathering all her strength, she released a flurry of
crashing punches into her human punchbag as he winced and wheezed. Isobel's
hard, tennis-ball biceps, that Coach Johnson had helped train, were certainly
being put to good use. "Good, Isobel, very good indeed," nodded Penny, "who's
next?" Girl after girl approached and took out her anger on Coach Johnson,
until only young Shelley had not had her pound of flesh. By now, if Penny were
not holding him up, Coach Johnson would have collapsed to the floor, bruised
and broken. It was all he could do to focus on Shelley as she skipped forward.
"P...please..." he whispered as Shelley smiled angelically at him. Still
smiling, she drew back her leg and then swung her foot viciously into his
balls; Penny let go, and down Coach Johnson went, too crippled to even scream
in agony.

Penny sighed and shook her head, "Men are so pathetic," she sneered, "and this
little girl is going to show them just how pathetic; with muscles like these,
no one can stop me!" The powerful teenager started swaggering towards the
showers; all eyes followed her. "But right now I'm sweaty and I need a
wash...who wants to scrub me down?" There was a sudden scramble as every girl
in the room sprang to life and sprinted after her, intent on seizing this
opportunity to once again stroke the young Amazon's muscle-petrified flesh.
Once in the shower, hot water pouring over all of them, teams of girls each
worked on Penny's legs, arms and back. Shelley alone was given the prized
position of washing Penny's front, her soapy fingers working their way between
brick-like abdominal muscles and sensually swirling around proud, firm
breasts. Penny tilted back her head, streams of water running down her
beautiful face, and moaned in pleasure. Few people indeed could say that they
had been privileged enough to enjoy the feeling of being fondled by a flock of
young girls, but Penny was certainly one of them. Even fewer people had such
vast amounts of muscle-hardened flesh to have caressed, and so Penny's
enjoyment was increased tenfold. Her moaning became breathier as Isobel, who
was washing her right leg, worked her hands up Penny's inner thigh, etched
deep with swollen muscles. As Penny's quads trembled and solidified, Isobel
found herself trapped in a helpless state of muscle-lust and began to tenderly
kiss every part of the muscle-goddess' breath-taking body before
her...following her lead, every one of the infatuated young gymnasts started
to press their lips to whatever body part they had been sponging down.
Shelley's tongue twirled around an erect nipple and Penny's body convulsed in
pleasure, her eyes shut and heart pounding. "This," Penny murmured to herself,
"this is real power!" No one was in any position to disagree...or where they?
Not all that far away, a certain young girl was even now doing her best
Marilyn Monroe position in front of the mirror. She too was the proud owner of
a spectacular physique, and she didn't hold Penny in the highest esteem...

TO BE CONTINUED...