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It was hard not to hyperventilate while I waited for my introductory pole dancing workout class to begin. Around the waiting room at S Factor on La Brea avenue, women fidgeted nervously, most of them chatting with the best friend they had dragged along for moral support.

Some pretended to peruse the lacy lingerie and 6-inch stilettos that were displayed for purchase. Others silently watched the Oprah episode that was playing on loop on a flat-screen TV, in which Oprah interviews formerly frumpy women about how the S Factor program revolutionized their lives. And their bodies!

“You hear the word ‘sexy,’ and think, “who me?” the introductory brochure reads. “Join us on an S Factor Journey and learn to release your inner erotic creature.”

For the moment, however, my inner erotic creature was curled up into the fetal position.

Soon, we would all be inductees into the Sheila Kelley S Factor workout program, a series of classes where women pay to learn how to shimmy up a stripper pole and dangle down by their legs, dance erotically (yet fully clothed) over an empty chair and learn “tease tricks” just like the pros. Basically, we would be fake strippers-in-training.

The kicker: it’s supposed to be a fitness regime. And, as we were later repeatedly told during the session, it’s not sexual.

The intro class was my birthday gift from my friend Sara. As an actress, Sara maintains a body that would make a Chinese preteen jealous, and she has a feeling that sexy bootcamp is the way to keep it up.

And as an actress, she’s always up for the outrageous. And well, we have that in common.

Sheila Kelley, S Facor’s inventor, was also an actress who was studying up for a role as a stripper in the film "Dancing at the Blue Iguana” when she stumbled upon pole dancing as the greatest thing to happen to women’s workouts since the Thigh Master. Twirling around a pole, giving lap dances or grinding around on a mat apparently does wonders for one’s abs and butt. And as an added bonus, she found her “sensual power” and feminine confidence along the way. With her chain of S Factor studios - essentially kinky Curves gyms - she now wants to inspire other women to do the same.

“It’s just so beautiful and girly and kind and lovely and fun,” said our bodacious instructor Jennifer as she ushered us into the darkened room. “And it’ll scare the crap out of you too.”

We sat down on our yoga-style mats, which were laid out between the shiny brass poles, so that Jennifer could explain the roots of the exercise. She was barefoot, clad in just a tank top and dangerously short shorts - standard gear for the sessions, she said (however, we were later told that more “advanced” classes involved trying on heels and lacy panties).

Jennifer told us that she, too, was formerly shy and timid but has since bloomed into vixenhood by doing pole dancing classes for five years.

She asked us to go around the room and introduce ourselves and say why we came, as though she was looking for the perfect “I’m so timid but I know there’s a diva hiding somewhere deep within me,” story.

Most of the women “had never done anything like this,” or were “super-conservative, but just thought they’d do something crazy!” One was on a self-proclaimed man-hunt and thought this would help her out in some way. A handful of other skinny, long-haired girls in tiny shorts and tank tops seemed very much in tune with their sexy sides and maybe just wanted a way to express it without being socially deviant. One thing was clear, however: All of our boyfriends were very excited that we were there.

With that, Jennifer told us to release our hair from any hair-bands or clips so that we could feel its full sensual impact. We began a warm-up of yoga-like stretches and pilates moves, each enhanced with pointed toes, arched backs and other characteristic flourishes of 1980s Playboy centerfolds. Jennifer eschewed yogic euphemisms of “glutes” or “pelvis” for the more direct, “stick your ass out” or “grind your crotch into the mat.” Fitting for the nature of the class, perhaps, but still probably a bit crass for noon on a Sunday.

Throughout the 90-minute session, three main themes began to emerge:

1) There is a sexy way to do everything. At times Jennifer would stop the class to illustrate how she “used to” stand up, walk around or take her tank top off (that is, before she started faux-stripping). To get up from sitting on the floor, she bent her knees and pushed up with her hand, stumbling to her feet and clamoring off like an awkward, oversize duck. If we did something in a similarly unsexy way, Jennifer told us to do it over again. “Sexy” crunches are regular crunches with your toes pointed. “Sexy” walking is just walking by dragging your toes behind you. “Sexy” standing up involves, I think, sticking one’s rump out and glancing over one’s shoulder, but I don’t think I ever really mastered it.

2) Stripping involves a lot of pretending your body is something else. At various points, our instructor told us to pretend we were we were stuck inside a clear tunnel filled with fudge and we were mixing the fudge with our rib cages. Or that we were inside of a bowl full of pancake batter, scraping the insides with a spatula that was our thighs. Why a stripper would be making so many pancakes that it would take a thigh-sized spatula to clean the bowl, I’m not sure.

3) Strippers are strong. One move in particular was hard for me to execute. It involved getting on your hands and knees and then flattening your torso against the ground (like you’re praying to Mecca) and then dragging yourself backward until your butt pops up like a turkey thermometer. It seemed simple, but I found myself getting stuck in an awkward crouch every time. When I croaked, “how are you doing this?” Jennifer explained, “It’s a muscle thing.” Or a stripper thing.

Though we didn’t do much of it, the actual pole dancing itself was by far the highlight. We practiced a trick called “the Firefly,” which involved hooking one ankle around the pole, gripping it with our hands and twirling around till you hit the floor.

Then “take allllllll day getting up,” Jennifer instructed. Because it’s sexier that way.

Each time we did our Fireflies, we had to whoop and cheer for each other, creating a little Ya-Ya Sisterhood safe space for our beginner stripper antics. It was nice, really, to have random strangers clap after I fell on my ass repeatedly.

Then Jennifer and her associate stripper-trainer did a demonstration of an advanced routine. They turned up the music, a weird mash-up of techno and top-40, and then started stumbling around like sexy zombies, pressing themselves against the walls, closing their eyes and tossing back their heads. Suddenly, both of them flew at the poles, pulled themselves up toward the ceiling and grabbed onto it by their upper thighs. Then they arched their backs and slid down upside-down, Cirque du Soleil-style.

I have to admit, it was a pretty amazing feat for two women with no acrobatic experience.

Afterward, we were all sat down and given a short pep talk on how the classes get more challenging and more fun, and how they teach you to be more in tune with our bodies. For example, Jennifer said, all of us purposefully avoided grabbing our breasts and buttocks when she told us to, as though these parts of our bodies were “off limits.”

“But these aren’t sexual!” Jennifer exclaimed, grabbing her own boobs.

But they are. And that’s the creepy thing about S Factor. It’s a make-believe world where stripping is an just innocent pastime, far removed from seedy clubs and salivating customers. But when you’re pantomiming giving someone a lap dance, how could it seem anything but sexual?

Ultimately, I didn’t sign up for the stripping classes for the same reason I wouldn’t sign up to be a stripper. What you do in your free time, or even to work out, should be fun. And pretending to be someone’s (even an invisible someone’s) sex object just isn’t. Neither is thrusting maniacally in a room full of perfect strangers, no matter how supportive they are of your efforts...that’s why strippers get paid a lot to do it.

Conversely, a series of eight classes at S Factor is about $400.