We introduce a comprehensive biomechanical model of the human upper body. Our model confronts the combined challenge of modeling and controlling more or less all of the relevant articular bones and muscles, as well as simulating the physics-based deformations of the soft tissues. Its dynamic skeleton comprises 68 bones with 147 jointed degrees of freedom, including those of each vertebra and most of the ribs. To be properly actuated and controlled, the skeletal submodel requires comparable attention to detail with respect to muscle modeling. We incorporate 814 muscles, each of which is modeled as a piecewise uniaxial Hill-type force actuator. To simulate biomechanically-realistic flesh deformations, we also develop a coupled finite element model with the appropriate constitutive behavior, in which are embedded the detailed 3D anatomical geometries of the hard and soft tissues. Finally, we develop an associated physics-based animation controller that computes the muscle activation signals necessary to drive the elaborate musculoskeletal system in accordance with a sequence of target poses specified by an animator.