The lights are dim, the room is slightly warm, and the sultry sounds of Marvin Gaye emanate from the stereo. You're feeling sexy, and the mood is set for...the aerobic workout of your life. (What were you thinking?) We've sampled every exercise class imaginable, from yoga to spinning to kickboxing, but Sheila Kelley’s S Factor stands out as completely unique and totally butt-kicking. Actress Sheila Kelley developed the striptease-inspired workout, which involves a mix of yoga stretches, core strengthening, ballet moves, and, yes, pole dancing. But Sheila Kelley’s S Factor is about more than working toward rock hard abs; we truly felt empowered during class. Our sweet instructor, Deb, encouraged everyone to throw self-consciousness out the window upon arrival. There are no mirrors in the ten-person max studio, eliminating competition and fostering a sense of camaraderie among women. We allowed ourselves to get "in the zone" and embrace every swing of our hips. This might seem a little odd to S Factor virgins, but trust us, you'll have a new appreciation for your body and what it's capable of after taking just one class. After a few spins around the pole (performing the "Firefly" maneuver), we're hooked, and we're returning for more writhing to sculpt our thighs, tone our arms, and give us an extra shot of confidence.