Stripped Down: The Undoing of Hollywood’s Favorite Pole-Dancing Studio

Nadia Mitri says it was her experience on the dance floor in a Hawaii hotel ballroom with a veteran Hollywood actress that led to the darkest interlude of her life.

In 2015, at a wellness retreat in Kona, Mitri danced to Damien Rice’s “Cheers Darlin’ ” for Sheila Kelley, a self-styled “feminine embodiment leader” who has acted in L.A. Law, Gossip Girl and Lost and in 2001 opened the pole dancing fitness studio S Factor. A hundred women, who like Mitri had paid several thousand dollars to spend five days under Kelley’s guidance, watched the pair.

By Mitri’s account, Kelley’s direction — which could be reckless when dealing with emotionally and otherwise exposed individuals like herself (Mitri declined to disclose the trauma she was processing in Hawaii) — ended with her crying on the ballroom floor in her underwear. But the humiliation she felt then was far from her low point. Shortly afterward, she felt manic, and two nights later, she says, she began hallucinating. This continued as she flew home to L.A. Her husband checked her into a psychiatric hospital for three days. “I could’ve died or hurt someone else,” she says. “They don’t place a hold on you unless they believe you could harm someone or yourself.”

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Mitri calls what happened in Kona a “shattering,” a Kelley-coined term for an S Factor technique that some liken to flooding, a behavioral therapy method in which patients are exposed to painful memories with the intent of better processing their pasts. Kelley insists that shattering is physiological work, not emotional; specifically, “when chronic muscular contractions in your body have let go,” although she acknowledges that it “may be accompanied by an emotional release such as tears, laughter, surprise.”

Former S Factor teachers say that if too few shatterings occur at retreats, Kelley may induce them in attendees, referencing private information about their vulnerabilities: a history of divorce, a miscarriage, a private medical condition. Kelley disputes this: “That is not accurate,” she says. “I help the women that want to access their full potential of movement. I just help them try and get there.”

Mitri, who by the time of her participation in the Hawaii retreat had herself been a dance teacher at S Factor for four years, believes Kelley mishandled her vulnerability. Still, after her hospitalization, she returned to teaching at the company. (“I’d placed much of my identity in being an S Factor woman.”) She spoke to Kelley about what transpired in Kona. “She refocused the conversation to how beautifully transformative my ‘shattering’ was,” says Mitri. “It was very confusing to me because I was still trying to figure things out, and here was this person who I trusted repositioning this traumatic experience as a huge breakthrough. And I bought it.”

Kelley declined to speak about Mitri specifically. But in an interview with The Hollywood Reporter, she says she recommends licensed therapy to those who surface trauma through their time with S Factor. “I’m not a therapist. I stay far away from that,” she says.

Mitri is among several dozen individuals, both former teachers and clients, who tell THR they’re troubled by the way S Factor has evolved since its founding. They believe what began two decades ago as an empowering pole exercise class with progressive intentions — drawing high-profile fans including Eva Longoria, Kate Hudson and Vivica A. Fox — has more recently lost its way. In addition to what they contend is a heedless approach to trauma, they cite the cult of personality that developed around Kelley, an allegedly exploitative workplace and racial insensitivity. “It’s a business model that irresponsibly preys on women’s pain,” says Laurel Crosby, a former instructor who served as the studio director of the Manhattan location.

“That is wholly incorrect,” says Kelley. “The mission of this company is to empower all women — all those who identify as women — to be fully embodied, confident, independent.”

S Factor received a publicity boost in February, when Netflix released the documentary Strip Down, Rise Up, which portrayed Kelley as a visionary who addresses the psychic wounds of her students — wrestling with infidelity, widowhood, body image — through a feminist reclamation of pole dancing. Multiple former teachers, including Mitri, claim they brought concerns about S Factor to the film’s director, Oscar-nominated Michèle Ohayon, before the film was completed.

Ohayon wrote back to Mitri in July 2020 that she was “happy to talk,” but made her intent clear: “It’s a positive film about celebrating women.” In a statement to THR, Ohayon said that she didn’t witness any misconduct while filming and didn’t view her vérité-style production as an “investigative piece.”

Although Kelley pushes back on some of the claims against her and the company, she owns up to others. “I have some deep remorse,” she says. “I am so dedicated to evolving the business and the practice to get it right.”


Raised outside Pittsburgh, the honey-voiced Kelley studied dance, theater and filmmaking at NYU’s Tisch School of the Arts before launching an acting career in the late ’80s. In Kelley’s telling, she became interested in pole dancing through research for her role as a stripper in the 2000 independent erotic drama Dancing at the Blue Iguana, which she also produced. She says that after she and her husband, The West Wing and The Good Doctor actor Richard Schiff, had their second child, pole helped rebuild her confidence and reconnect her with her sensuality. “My friends noticed the change in me and kept bugging me to teach them,” she notes in a 2018 teacher training document. “I had to share this with as many women as I could.”

In 2001, Kelley opened her first S Factor studio in Los Angeles and two years later released a fitness book (blurbed by Schiff’s West Wing co-star Allison Janney). By the following year, Teri Hatcher was showing off her S Factor moves on The Oprah Winfrey Show; Kelley made the talk-show rounds herself on The Ellen DeGeneres Show, The View and Late Night With Conan O’Brien. The company proudly marketed its training of Marisa Tomei for her Oscar-nominated role as a stripper in 2008’s realist drama The Wrestler.

Kelley notes that when she started S Factor, there was no such thing as “feminine movement.” Now, “if you google ‘feminine movement classes,’ you’ll see Goddess Flow Movement, you’ll see Qoya, you’ll see pole fitness, you’ll see Sacred Feminine Movement,” she says. “It goes on and on.”

Veterans of S Factor say they were attracted both by its glamour and the notion that it was an encouraging space where women were supported by a sisterhood of aspirational, approachable instructors. S Factor’s dance studios didn’t have mirrors, so that, in theory, dancers wouldn’t judge themselves during classes that were meant to fuel self-confidence. And “it’s a dimly lit room, so if anyone feels embarrassed, you can’t really see the woman across from you,” says former New York-based teacher Michelle Proctor, who now teaches some private pole lessons.

Devin Lytle, who taught at the company from 2013 to 2020, explains, “S Factor created a space where the lights are low and there’s an empathetic teacher talking to you in that phone-sex voice who gives you permission to feel pleasure in so many different ways. You think, first: ‘I’m not with my kids for two hours.’ And then: ‘Oh my God, I don’t know if I’ve ever given myself permission to open my hips that far.’ ” Lytle adds: “S Factor, which has facets that are real and good and cathartic, is adept at reaching out to vulnerable women who don’t have community, who don’t trust themselves, who don’t feel at home in their bodies. I know because I’ve been that woman.” Says Alexis Artin, a former S Factor creative director and top deputy to Kelley, “When you first go there, you get hooked because it is totally permissive.”

What is clear from the many written testimonials S Factor provided to THR is that plenty of women remain committed to the organization. The company “leaves this world a little better than it was yesterday,” according to April Kaminski, while Tina Wagner wrote of seeing “thousands of women walk out the doors of S with their heads high and breasts forward.” Barbara Von Schmeling called Kelley “influential and inspirational,” while Patty Alfonso added that “the world is a better place for women because of Sheila and S Factor.” Two women, Roberta Mariani and Ryanne Rose, wrote about Kelley and S Factor helping them overcome personal trials.

Not all endorsements were solicited. A Yelp user in 2016 posted a picture of a tattoo of the S Factor logo on the back of her neck with the comment “no regrets,” and Lisa Rinna, in her 2009 memoir, attributed Kelley’s ideas to helping her marriage to Harry Hamlin: “The classes brought my sexuality back.”

Maya Sloan, a ghostwriter for celebrities and former S Factor client for a decade, says that “L.A. is the perfect place to launch something like this. Women thought they were going to S Factor to tone, to lose weight, to look hot,” she says. “They didn’t think they were going to get fucked in the head.”


As S Factor expanded from one studio to many — at one point there were seven branches or independently owned franchises across the country, including in New York, San Francisco, Chicago and Houston — multiple veterans of the organization say the company exploited those who were committed to helping it grow. (Most of the women who spoke to THR about concerns were once based at the Southern California locations — in Los Angeles, Encino and Costa Mesa.)

For some students, working at S Factor was an affordable way of deepening their involvement with its mission: Rather than pay $179 a month for a membership, as it cost at one point, teachers attended classes for free.

“I did the first teacher training, the first tier, with no intention of teaching,” says Araceli Del Rio, who nevertheless did become a teacher two years later, in 2019. “I just wanted to learn more and deepen my practice, and it was cheaper than a retreat,” says Del Rio, who is currently developing her own dance class.

Though the fees, hours and structure of the training program have fluctuated since the company’s founding, over time S Factor charged teacher trainees more than $1,000 to complete significant amounts of training hours; many participants contend they have in the past also had to complete mandatory but unpaid “shadowing” hours, which entailed wiping down poles, spotting students and adjusting students’ form. Former trainees remember employment wasn’t guaranteed on completion of the program, which S Factor described as “designed to give you the theoretical knowledge and practical skills that you will need to get hired.”

California law prohibits employers from forcing their employees or job applicants to purchase “any thing of value” from them. If a company is getting paid to train people to work for them or apply to them, it “seems like that would run afoul of Labor Code 450,” says Hennig Kramer Ruiz & Singh co-managing partner and employment lawyer Jennifer Kramer, who has no connection to S Factor.

“S Factor did not force, coerce, or obligate anyone to sign up for Teacher Training,” the company says in a statement. “Those who chose to take the teaching training course paid for training, and received a compatible amount of training based on the amount [of] money aligned with market costs of training for other dance practices.” Training program participants were not required to “shadow” classes, which according to the company involved only observing and taking classes for free, but had the option to do so before being hired as a studio teacher. S Factor adds: “No employees were ever asked or forced to do work without pay.” S Factor maintains that its training program was an “educational experience” that taught transferable skills, and graduates could become S Factor licensed instructors regardless of whether studios were hiring. But former teacher Erica Everage says, “It’s not a yoga certification where you can go teach it at any yoga studio or any gym across the country.”

Around the time Kelley was featured by Tony Robbins at the self-help kingpin’s 2010 Scotland event, some former staffers say S Factor’s focus started to shift. Like Robbins, Kelley began offering high-priced retreats. “Sheila eventually evolved into this kind of ‘Sheila Robbins,’ as we would jokingly call her,” says another former instructor, Bronwyn Beck, who began teaching in 2014. Kelley says that the decision to start retreats did not come from working with Robbins, but rather from a combination of student demand and the company’s desire for new sources of revenue.

Stripped Down: The Undoing of Hollywood’s Favorite Pole-Dancing Studio

It was not long after that S Factor began an “apprenticeship” program, which gave selected staff willing to “shadow” Kelley for two years the opportunity, according to an email from then-S Factor president Karen Wischmann, “to develop a high-level understanding and mastery of [Kelley’s] vision in order to execute it on behalf of Sheila and our brand as it expands.” According to Kelley, the program was launched after multiple acolytes came to her wanting to teach at retreats, and it was designed to build leaders in the movement.

Even before the apprenticeship program began, some employees and clients “who really bought into the mission of what S Factor was doing at the time, they would do things to help out because it was helping the community,” says Kate Broome, a former student and front desk “ambassador” who left the company in 2010 and now works at a separate pole-dancing studio. “There was a lot of that going on.”

As the retreats ramped up, some former teachers and students say they became increasingly alarmed at the company’s direction. After leaving S Factor, more than a dozen participated in a group call in early 2021 with Rachel Bernstein, a licensed therapist, educator and cult-indoctrination specialist.

“That makes me speechless,” Kelley says. “S Factor to me is fun, sexy workouts for women. But in the end S Factor is a business. I have no desire to be a cult leader or anything like that. I’m not that charismatic!” Kelley adds: “There’s no cult-like behavior, there’s no isolation, no blind devotion — what S is about is the exact opposite. S Factor is about finding autonomy and finding your own power and finding your own body, and finding sexuality — then walking into the world and just devouring your world for yourself.”

Former teachers say that at retreats Kelley often focuses on women she deems most likely to break down, pushing their buttons by referencing personal information about their vulnerabilities that they had previously divulged to her or other teachers. Attendee questionnaires are deeply probing, soliciting people’s scariest and most embarrassing moments, their greatest desires, the last thing they think about when they go to bed, what they want to know better about a partner.

“The questions are all about the body and how the body creates behavior in their minds,” says Kelley. “I do not zero in on the more vulnerable people. I definitely will speak to women who I know want to grow, or want to free their body from, say, hips that can’t move, or a pelvis that’s locked.”

Former student Diana Lopez explains that shatterings often had the additional effect of fostering a bond among students and the organization: “There’s a sense of community that comes from witnessing somebody break down. By pushing people to break down this way, [Kelley] is creating that sense of intimacy and community that a lot of people crave.”

Some clients believe that, whatever her intentions, Kelley’s approach left them worse off. “I dealt with [a past trauma] that was a put-aside memory,” says Arianna Veronesi, who requested THR not reveal the specifics of the incident. Veronesi paid an annual fee of $50,000 in 2019 to be part of S Factor’s Fibonacci program, which included ongoing one-on-one attention from Kelley. “She used it, and instead of gently taking it to a healing place, she made me feel like I didn’t know how to move my body anymore, that I was stuck.” Veronesi adds: “People get hooked on the idea that they can dissolve their traumas, that they can dance it away.”

Another client, Alia Lahlou, says she had a panic attack at a 2018 retreat after she followed Kelley’s guidance. There, she had been surprised to see a male acting coach who had once groped her in a session, unaffiliated with S Factor, leading an exercise. Lahlou alleges that when she informed Kelley he’d “crossed boundaries” with her and that she intended to return to her hotel room, Kelley suggested she instead stay and directed the man to work with her directly. By her account, Lahlou — body prone on the floor, head in the acting coach’s hands — soon began to uncontrollably shake.

“[Kelley] should not have stopped me from leaving,” says Lahlou, who was an S Factor participant at the premium Tredici level. “She didn’t honor my ‘no.’ It’s not trauma-informed. It tells me that she makes it up as she goes. I spent $10,000 to be retraumatized.”

Kelley recalls the situation differently. “[Lahlou] had voiced to me that she didn’t feel safe with him,” she says. “I asked her if she’d like to stay to try and find a place where she could feel empowered in her body.” She adds: “I just want to be really clear that I never force anything. I always ask. And I always give the opportunity to any and everybody across the board to confront something that’s holding them back in their body.”

Former teachers assert that they, too, weren’t trained to deal with the sensitive psychological issues that increasingly arose in their work. “The paradox of S Factor is that people come to it perhaps not realizing they have trauma, and then they discover it and grapple with it and, because it isn’t dealt with properly, they may not work through it appropriately and can potentially be retraumatized in the process,” says Crosby, the former teacher and studio director.

“Sheila happened upon a profound practice of tapping into trauma stored in the body,” says Lauren Ann, who taught at S Factor from 2012 until last summer. “She was trying to push the envelope farther and farther without seeming to take into consideration the harm that she could be causing in the process.”

In 2018, S Factor organized two “trauma trainings” with Dr. Laura Berman. But several former staff members say they now doubt that Berman, a sex and relationship-focused therapist who frequently appears on The Dr. Oz Show, was the right instructor for the subject and that the training adequately addressed the magnitude of the issue.

Many of the teachers turned critics see themselves as implicated in the organization’s failures. “None of us is innocent in what’s gone on at S Factor, and each of us needs to reckon with that,” says Mitri. Former teacher Cat Liang, who is now pursuing a doctorate of psychology and researching trauma treatment, explains that her reason for coming forward with her experience at S Factor, which others echoed, was that “people need to be informed consumers.”

Janelle Marra, who taught at S Factor for 13 years and is now preparing to launch her own movement business with Artin, says, “I believe now that I was perpetuating a misguided and, in some cases, dangerous practice. But it’s equally true that it helped and served so many. That’s why this whole thing is so difficult … It was this beautiful thing, and it morphed.”

Over time, S Factor retreats added what some believe were questionable exercises, including use of blindfolds while dancing, and other sensory or physical restraints, which former teachers say could too easily provoke an unintended response among a clientele that included a number of sexual trauma survivors. “Sheila was always looking to make the events bigger, better, deeper, more intense,” explains Marra. “Oftentimes retreat women were repeat retreat women. So, there was this need to give repeat retreat women a heightened experience. I think an unfortunate consequence was that this drove these exercises to be more and more reckless.”

Kelley describes the exercises as metaphor-driven “theater games” she learned at NYU’s experimental theater wing and dance department. Still, she says that in the past 10 months, such exercises have been removed from the curriculum and a student accountability waiver was developed to caution clients with a known history of trauma: “You understand that S Factor and Sheila Kelley are not licensed psychotherapists and do not provide mental health or medical care.”

Kelley says that as an “accidental entrepreneur,” she long searched for the right business head for the company, and that led to mistakes: “There was no template and it’s been a very disjointed journey for 20 years because we’ve had so many different leaders,” she says. “That disjointedness was really frustrating and disturbing to me, so I can’t even imagine how frustrating and hard it was for the teacher[s].”


Conditions at S Factor came to a head last June, when a number of teachers in the Southern California studios, including several long-serving faculty members, departed the company. The immediate cause of the reckoning was one that befell many brands across America in the summer of 2020.

In the wake of George Floyd’s killing by police in Minneapolis, S Factor’s Facebook account posted a letter from Kelley expressing solidarity with the Black members of its community. A former longtime S Factor teacher, Ronda Haralson, commented on the post: “Don’t make a statement because you feel you ‘have to.’ Make it because you are truly dedicated to changing your own racist practices.”

Haralson, who is Black, was referring to what she and others say was a culture of bigotry, microaggressions and appropriation, exacerbated by a leadership resistant to reform. “After years of reporting incidents, I would be silenced or quieted. No action was taken, not only from Sheila, but from other staff members or teachers,” she says.

As an expensive recreational activity based on movement developed by sex workers, S Factor had class and race issues baked in from the start. “Strippers, who are predominantly Black and brown women and LGBTQIA, elevated pole dancing to an art because they survive on sex work,” explains former teacher Dwana White. “And now that pole dance is being commodified by the predominantly white ‘wellness industry,’ its origins are being erased and whitewashed while also reinforcing the patriarchy and misogynoir: the idea that women — Black women — who strip for money are not deserving of respect, but women who do it for ‘fitness and fun’ are respectable because they don’t need to do sex work to survive.”

Although Kelley says she never shied away from S Factor’s strip-club roots, others were troubled by what they felt was a dismissive, misogynoir attitude by some clients and teachers toward working strippers. “They acted as if ’empowerment’ and ‘stripping’ were two ends of the pole spectrum,” adds Misha Agunos, a former front desk ambassador and teacher who now works with a nonprofit that teaches a trauma-informed movement practice.

The ideal S Factor woman, some say, was like the founder herself — wealthy, white, slim, straight and cisgender. “I’d always get the feedback, ‘You’re very yang energy,’ ” says former teacher Coco Hoyne, referring to the yin-yang philosophy that ascribes feminine qualities to the former and masculine to the latter. “I didn’t realize until years later how much that delayed my ability to identify as nonbinary, because I was constantly being taught this hyperfeminization.”

One of the central theories Kelley developed for S Factor is the belief that every person, whether she knows it or not, possesses a sexual alter ego known as an Erotic Creature. Although S Factor has used celebrities to illustrate its Erotic Creature archetypes (such as Marilyn Monroe as the Innocent Teaser), they also have been linked to cultural stereotypes. “Hola, mi amor, let’s turn up the heat for Latin Lover week! Oh, mami, you are looking so fine,” wrote one teacher about an advanced-level assignment in an email sent to students. “So come, chica, cha cha cha your Erotic Creature’s curves.” At an April 2017 retreat held at Indian Wells in Southern California and themed “Exotically Sexy,” attendees were encouraged to dress in “exotic” garb such as kimonos and face veils. “With that label, already you’re saying, here’s all the ‘other,’ ” explains Haralson, the only Black teacher at that retreat.

In May 2018, S Factor held a meeting to address accumulating staff complaints ranging from fees and cultural insensitivity to the lack of trauma training. Although the company crafted a detailed action plan, including hiring a consultancy to provide diversity training for new hires and creating a cultural awareness committee, “it was moving toward the right direction but at the pace of a snail,” says Hoyne, the only person of color on the initial four-person committee.

Such offenses added to the tension building at the organization, but reached a climax when S Factor deleted Haralson’s critical comment on its post-George Floyd Facebook post last year, igniting an internal crisis.

To address the controversy, S Factor convened a company town hall June 6. According to multiple people who attended the Zoom session, Kelley’s attitude was defensive and defiant. “[Several teachers] finally said, ‘We’ve been telling ourselves we can help fix it from the inside. This is never going to get better,’ ” says Jessica Hopper, who instructed at the company for 13 years and has been teaching pole and choreographing independently since she left in June 2020.

Eight teachers, both BIPOC and white, who quit after that town hall issued a joint statement citing “a long history of harmful actions on the part of Sheila and corporate … around equity and inclusion as well as direct harm done to BIPOC women.”

Says White, “There were aspects of [the S Factor practice] that could have been unbelievably positive if it had been truly inclusive of sex workers, Black and brown bodies, fat bodies, differently abled bodies, all women and femme-identifying peoples. That would have been revolutionary, but that wasn’t the culture or message being promoted.”

Kelley is contrite about the experiences many BIPOC women had at S Factor, and about her previous response to their feedback. “I feel like I finally get what Ronda Haralson was trying to say to me. … I was just a little bullheaded,” she says, adding that the various cultural appropriation exercises at S Factor were “absolutely unacceptable.”

In an April 2021 email, S Factor announced to its students that it was working with diversity, equity and inclusion experts and had conducted an “independent audit” of its curriculum. The revised materials now use gender-neutral or gender-inclusive language, cite cultural origins for specific philosophies and have removed problematic assignments such as “Latin Lover.”

Today, after closing its L.A. studio following the onset of the pandemic (it received a $242,000 Paycheck Protection Program loan), the company is continuing with online classes and assessing interest for in-person events as COVID-19 restrictions ease. Its independently operated Manhattan studio, owned by media magnate Charles Koppelman’s wife, Gerri, recently rebranded as Core Essence.

Kelley says that S Factor has spent the past 10 months in “hibernation.” As she’s digested the criticism, the onetime impresario calls the current moment “painful.”

“There’s no retreats, no studios, no teachers,” says Kelley. “You caught us in a moment of an exhale.” She adds, “I really want to make this a better company. I want to make sure everybody is ultimately empowered. My one goal is to be inclusive and diverse and to elevate the feminine. So that’s what I’m focused on right now. I want to build community again and I want to do it right.”

A version of this story first appeared in the June 2 issue of The Hollywood Reporter magazine. Click here to subscribe.