UPDATE: TWO men have been charged with murder after a 14-year-old boy was bludgeoned to death in a fight near Ballarat.

14-year-old Timothy O'Brien was killed when he and his 45-year-old stepfather went to the aid of two teenage girls at Scarsdale at around 5am (AEDT) yesterday.

The four were confronted by a group of people and a fight broke out.

During the fight, TImothy was hit with a blunt object and suffered a serious head injury.

He died at the scene.

Police arrested 35-year-old Ballarat man Darren Wilson and 39-year-old Wendouree man Joel Henderson, and charged both with one count of murder.

The two have been remanded in custody and are set to face Ballarat Magistrates Court on Monday.

A 28-year-old woman has been released without charge.