When most people hear Sheila Kelly’s S Factor chances are they won’t know what it is unless they have taken the class or have a friend who has. The studio is discreet and easy to miss, and unless you are familiar with Sheila Kelly’s work in Hollywood movies it probably would not warrant a second look. Nestled in San Francisco’s Marina district, S Factor attracts women from around the Bay Area, and beyond. The front doors are frosted and have a combination key pad, letting anyone walking by know that this is not a place for strangers. But there is nothing secretive or scary about S Factor. In fact, it seems more like a clubhouse. The pamphlets sitting on the front desk read “women play here.”

S Factor is not just a dance movement or a gym, but a place for women to come together and be comfortable with their bodies and who they are. “I think there are a lot of things that draw women to S Factor,” says Ashley Schuering, manager of the San Francisco studio. “Be it trying something new, wanting to learn how to do a lap dance for someone, wanting to try the new, hip workout, wanting to experience what their friends have been telling them about; the list goes on and on and on,” she says.

S Factor does not teach standard-issue dancing; it’s a striptease and pole dancing program started by Kelley in 2001. Kelley was set to play a stripper in the movie Dancing at the Blue Iguana and the training she did for that role left her in the best shape of her life. Kelley realized that while she was dancing, she felt amazing. So, she invited a few friends over and taught them how to do it. Eventually, the group was too large for her house so Kelley opened her first dance studio in Los Angeles and the San Francisco studio followed shortly after. Now, there are eight studios around the country.

Striptease and pole dancing do not have the best reputation or the most positive connotations attached to them. Kelly’s goal was to turn the conventional view of stripping on its ear and turn it into a workout that revels in the beauty of women. The students at S Factor San Francisco range from 18-60 years old and women of all shapes, sizes, backgrounds and professions are participating in the program. Schuering was a teacher at the studio in Chicago before moving to teach the classes in San Francisco. “While living in a strange city allowed me to find my true self, being a part of Sheila Kelley’s S Factor helped me to find myself as a woman,” she says. “I am stronger, prouder and altogether more complete as a person because of it.”

S Factor is not about taking your clothes off, in fact there is no nudity involved. There are no mirrors and the studio is dimly lit, making the place feel like the anti-gym. The class consists of a mat warm-up, dancing and pole tricks. It’s a workout for the body, mind and spirit. It’s not only about a being in a familiar place and tapping into femininity and sexuality, it is also about empowerment. “There’s a lot at stake when women totally regain their power,” Kelley says. “In creating S Factor I wanted to create a sisterhood. Now it feels like this wonderful place that you can go to tap into a very primitive female power, to come together and move deliciously and to give each other props for it. We have started a revolution.”