NY- If you have to work out, you might as well work it.

That's the theory behind S Factor, a new aerobics option coming to New York this month.

The pole-dancing, striptease aerobics class - led by actress Sheila Kelley - will leave you sore in all the right places, but maybe just a little ashamed to talk to your mother in the morning.

The class, already popular in Los Angeles with celebs like Teri Hatcher, Jennifer Aniston and Melanie Griffith, occurred to Kelley when she trained as a stripper for her role in "Dancing at the Blue Iguana."

"Women need to realize just how sexy their bodies can be, how sexy their curves are and what kind of power those curves have over men," Sheila says. "You can tell an S Factor girl anywhere, just by the confidence she has walking down the street."

I would describe myself as decidedly unsexy, though cute and occasionally charming. So together with six of my girlfriends I took Sheila's challenge to "empower myself" and "channel my inner sex goddess."

A class is two hours, with an hour and a half of "floor" work and a half hour of "pole" work.

The floor routine - like Pilates and yoga, but with flava - involves stretching and muscle work similar to those other two standbys. The only difference: in my Pilates class, the instructor never really yells out, "Touch your a-" or "Feel your curves" or "Who's damn sexy?"

And in yoga, gurus rarely ask you to pull your hair out of its ponytail and whip it across your face "like you mean it." There are moves that are strictly unique to the S Factor, like hip swings and butt circles.

And although the sexy talk is a little intimidating at first, soon everyone is giggling and shouting at each other - and getting a good workout. Forget the inner sex goddess: We needed ice packs for our sore inner abs.

Then came the pole dancing.

I need to give a shout out to every stripper I have ever silently judged. This is hard work and a little bit terrifying. The only move you'll learn in the introductory class is called the "firefly." When Sheila does it, she effortlessly slinks around the pole, locks her leg on the metal about 3 feet off the ground and floats down to the wooden floor, landing gracefully on two folded legs.

I raise my leg and hook it awkwardly around the top of the pole.

"Stick your a- out," Sheila yells at me. As instructed, I stick out my behind, she gives it a thwack and I go spinning wildly out of control down the pole and end up in a confused and dizzy heap on the floor with a bruise the size of a half dollar, in a place I'd rather not discuss.

"That was awesome," Sheila yells, giving me a hand and then a double high-five, like we're at an elementary school kickball game.

I'm a little embarrassed, but looking around the room I notice none of my friends (with the exception of Eileen, who's doing so well we wonder how she has been spending her Friday nights) is all that good at pole work. We're all kind of awkward, but on my third try I get a good three turns around the metal before landing on my feet and I'm pretty proud of myself.

Even, to be cheesy about it, a little empowered.

"I think I want to be a stripper," my investment banking friend Debbie whispers.

Clearly, it was time to call it a day. I felt pretty good about myself; not necessarily Jenna Jameson-sexy, but I could maybe wear a tube top this weekend.

The S Factor costs $450 for eight weeks of classes, with one class a week.

Each eight-week session represents a new level of expertise, marked by Kelley's campy take on the karate belt, different colored G-strings.

"There are like very few black G-strings out there," Kelley says with a completely straight face. "It's hard to get to that level."

Watching some of her advanced students and instructors, she isn't joking. These women can shimmy to the top of a pole and slide down upside down with one leg behind their heads.

I'd be lucky if I got a G-string at all.

Why it's a bad idea...To strip for your boyfriend. Four true tales of skin and shame:

'The first time my boyfriend and I hooked up, I was really nervous. I stood up and started stripping slowly, trying to be really seductive, but I stumbled and fell over. I brought it up to him weeks later, but he hadn't even noticed because he'd been so busy staring at my boobs."

Noelle, 25

'I tried to 'artfully' pull down my jeans in front of a guy, and they got stuck on my stiletto heels, which I was drunk enough to try to keep on. I tripped and fell into my closet, head first."

Sarah, 25

'My boyfriend was obsessed with strippers so I tried to dance for him, but I was laughing so hard that it wasn't terribly sexy."

Stacey, 32

'I was standing on the bed trying to dance around and twisted my knee, fell backward off the bed with a big THUD. The next day his brother, who was sleeping on the couch in the next room asked what happened. I was in a knee-brace for two weeks. Guess my dancing is dangerous ... but only for me!"

Christine, 25