Realistic rendering of human models has an increasing importance in computer graphics. In order to obtain a real time refresh rate, realism is minimized and to obtain a more realistic rendering, much process time is needed. Here, our goal is to obtain a realistic humanoid and a satisfactory refresh rate for animation, not to create an accurate anatomic model for medical search. In this thesis, we describe a layered human animation system in which muscles move with respect to the bones and the skin deforms according to the muscles. Muscles are modelled as ellipsoids and their shapes are deformed with the movements of the bones represented by sticks in the skeleton. The skin is anchored to the muscles and it changes its shape as the muscles bulge. Every muscle may have different user defined bulging ratios according to the joint movements.