Talk about getting whipped into shape.

Students at "Slavercise," a class in New York combining sadomasochism and exercise, get a physical workout by "submitting" to the orders and whims of a dominatrix named Mistress Victoria.

She orders the class around with a riding crop, dangerously pointed stiletto heels and, naturally, a dominating manner.

"If you don't keep up, you get punished," she warned her students at a recent class, which she oversaw with a non-stop string of insults and orders. "I don't want to hear any whimpering. You're here to suffer.

"I expect complete obedience, or I'll give you a good spanking," she said. "Do what I tell you to do. I don't care if it hurts."

Suffer and obey they do, and they do so happily.

Clad in face masks, dog collars, rubber suits and other sartorial S&M paraphernalia, Mistress Victoria's students run through the exercise regimen, knowing any slacking off will bring her wrath down upon them.

"Anybody is going to pay more attention to their fitness instructor if she's got a riding crop in her hand and is wearing leather and stilettos," she said.

'NO PAIN, NO GAIN'

The exercise mantra of "no pain, no gain" barely begins to describe it.

The classes, held in various rented spaces in Manhattan, are a true workout. Students do push-ups, kissing her leather-clad feet each time they drop to the floor. They do sit-ups, with her very sharp heel poised menacingly over their crotch.

Sometimes they play fetch. Sometimes she pinches them to make them move faster, and she spanks them with her crop to make them hustle. And they must plead for a sip of water.

All this they do by choice.

"I've been submissive all my life," said a man calling himself VES, for Victoria's Exercise Slave, who in real life is a customer service manager who drives 90 minutes to the class from his home in suburban New Jersey. "She makes me suffer. She motivates with a fear factor."

About a half dozen students take the weekly "Slavercise" class regularly, although most prove shy when the class gets media coverage or publicity.

"People say, 'Why would a healthy person want to be hit?'" said one man who did not want to reveal even a nickname. "You're not part of the norm. That's why you wear a mask."

He takes the class, he said, because he says it's good for his relationships.

"Sex is a big part of relationships and after a while, you have to be creative," he explained.

Clad in a black leather mini skirt, bustier, gloves and fishnet stockings, Mistress Victoria in real life is 29-year-old Holly DeRito. She has worked as a dominatrix in New York for eight years, a career she said even her parents have learned to take in their stride.

How did she break it to them? "Gently," she said.

She started out in New York with a degree in journalism but, she said, she realised there was more money in beating her men into shape.

LOOKING TO EXPAND

She charges $20 for the "Slavercise" classes, while a one-on-one session costs $130 and sessions for couples are $150. For those who can't make it to the weekly classes, she sells a video. The classes are open to both women and men but seemed to draw an overwhelmingly male crowd.

The dominatrix said she's looking to expand her work -- into the corporate world. She's hoping to market the classes for companies to offer employees.

"I just have to figure out what companies would go for it," she said.

Her clients have an array of reasons for subjecting themselves to her stern words and somewhat brutal routines.

VES said he likes "B&D" or "bondage and discipline." He doesn't want to be hit; he just likes serving a mistress.

On the other hand, his fellow classmate who calls himself Shine likes to be whipped. It's the pain of the workout that thrills him, he said.

Her most long-standing client, Shine dresses for the occasion in head-to-toe black latex -- vest, shorts and boots.

The 55-year-old computer programmer, who speaks in a slow Southern drawl, said he repressed his S&M urges for many years.

"I tried really hard to give it up and not think such thoughts, but I was tired of trying to be normal," he said.

"Once I got to New York, it was OK," he said. "New York City is a safe place for exploring and doing things you want to do that are different."

While some of Mistress Victoria's clients are regulars, some were trying it out for the first time.

A 52-year-old producer of comedy shows said he wanted to try "Slavercise" after going to an S&M club where a woman in a nurse's uniform spanked him.

"It was fun," he said.