A terrified teenager curled into a ball as he was beaten up by a 'friend' who punched and kicked him repeatedly.
The shocking assault was filmed on a smartphone and shows the attacker sitting on top of the boy, 14, to hold him down, while swinging punches at him.
The victim desperately tries to protect himself as he is punched in the horrifying attack in Donetsk, south-western Russia.
His attacker keeps punching him in his head and upper body, even when the teenager doesn't fight back.
It is unclear why the schoolboy was attacked so brutally, but the pair were reportedly friends before the fight.
At one point, another schoolboy tries to intervene, but he fails.
The attacker finally leaves his victim lying in a heap on the ground, finishing off with a kick to his spine before sauntering off.
Neither have been named, but both are believed to be 14 years old.
Elena Ustimenko from the local police confirmed that they are investigating the brutal incident.