Ring Leader.

Byline: Sally Singer. editor: Abigail Walch

At age 41, fitness phenom Leila Fazel proves you can look and feel like a million-dollar baby.

One evening in May, Leila Fazel, a 41-year-old mother of two, threw 796 punches in three minutes, smiling all the while. Taking the blows was Michael Olajide, Jr., a former number-one world middleweight contender who, with Fazel, owns and runs Aerospace, Manhattan's most innovative boxing fitness studio. This is where the likes of Josh Hartnett and Aaron Eckhart and Will Smith train in order to play fighters, and where Adriana Lima and Karolina Kurkova and Doutzen Kroes train in order to play supermodels. Linda Evangelista shed her baby weight there, and Harvey Weinstein trimmed down for his wedding.

Olajide, a sinewy, graceful creature in glittery Y-3 boxing boots, glided around easily with training mitts held aloft, occasionally swiping at his assailant. Fazel, by contrast, was a small, beautiful firestorm of motion. Her red-gloved hands flamed precisely and repetitively and at a speed that had the onlookers--the cheering gym membership--gawking. The performance of total athletic command was topped off with funky, fly-girl footwork, as if Janet Jackson had somehow come under the spell of Sugar Ray Leonard. The final effect was Lara Croft made flesh: a fantasy of fitness, femininity, and form hitherto beyond nondigitalized belief.

Boxing as a workout tool has been around for nearly two decades, but right now it's making a comeback of sorts, with heavy bags and speed bags almost de rigueur in well-equipped gyms. But a basic routine of punching and jabbing--terrific for toning the core and arms--is a world away from what Olajide and Fazel get up to at Aerospace, which offers a kind of wild celebration of the aerobic and choreographic requirements of pugilism. Olajide's classes take familiar props--jump ropes, hand weights, body bars, gloves, and bags--and put them in the service of a relentless and technically challenging sequence of moves that would excite the approval of Angelo Dundee and Twyla Tharp both (to see it and try it yourself, check out Aerospace's new DVD titled C.T.B.S. Aero Jump/Sculpt, available from the club's Web site, aerospacenyc.com). Fazel attends four classes a week. Taking her regular spot in the pocket behind Olajide, she serves not only as star student and human metronome but also as a kind of muse for the boxer. It's an Astaire-and-Rogers kind of thing because Fazel is a former dancer with the Dance Theatre of Harlem.

"You can't do class and think about the kids' dentist appointments," Fazel says. It turns out that when you're a mom and burdened with a million errands and anxieties, what your well-being requires is an exercise regimen that, first and foremost, leaves no room for mental wandering. This very basic consideration is just one reason so many fantastic-looking women (and indeed more than a few men) of a certain age have found their way to Aerospace. Another is that it's a low-equipment endeavor that never loses sight of the fact that your body is really the only machine that should command your attention: Olajide's training is not about fads or high-tech gizmos; it's about intervening and removing, as best one can, the mental and material junk that stands between you and your physical ideal. The gym's members--whom Fazel describes as "having a specific personality: go-getters, pretty successful, and a little competitive even with themselves"--by and large have arrived at Aerospace after years of sampling the fitness world's myriad offerings, and by and large they're astonished at their capacity to push their body beyond the limitations ordinarily associated with encroaching middle age. And you have little option, since Olajide, at 45, doesn't believe in ...