The current popularity of aerobic dance exercise makes it an important site for the analysis of women and movement. Feminist researchers have critiqued aerobics as an activity which does more to maintain dominant ideologies of women’s powerlessness than it does to liberate women through movement and action (Kagan & Morse, 1988; MacNeil, 1988; Theberge, 1985, 1987) whereas, based upon psychological studies, a participation in aerobics has been shown to improve self-esteem (Labbe, Welsh, & Delaney, 1988; Plummer & Young, 1987; Skrinar, Bullen, Cheek, McArthur, & Vaughan, 1986). Other scholars point to the contradictions of empowerment and oppression that women must encounter when they participate in aerobic dance exercise (Haravon, 1992; Kenen, 1987; Markula, 1991).In this paper I consider an alternative feminist reading of aerobic dance exercise, arguing that there are specific ways to make the mainstream aerobic workout a site for empowerment for women. Using the commentary of physical education students, I explain how an aerobic workout can empower its female participants. My definition of the term empowerment is borrowed from the work of Nancy Theberge (1985, 1987) in which she discusses women’s liberation and feminist notions of power as they might apply to sport. Theberge argues that “the potential of sport to act as an agent of women’s liberation stems mainly from the opportunity that women’s sporting activity affords them to experience their bodies as strong and powerful and free from male domination” (Theberge, 1985, p. 202). Theberge discusses both energy and creativity as more feminist ways of conceiving of power in sport (Theberge, 1987). I argue that creative and energetic power as well as the experience of a strong body free from male domination can be cultivated in the aerobic workout.In the research presented here, I discuss common theoretical critiques of the practice of aerobics, review interactive studies of aerobics, and describe the method and practice of teaching both aerobics and Hatha Yoga. Quoting students in a yoga class, I note certain aspects of the class that might make it an empowering, consciousness-changing experience for these students. The yoga teaching methods discussed here are used as a guideline for the discussion of the empowering aerobic workout, which prescribes methods for teaching empowering aerobics using the recommendations, critiques and comments from the preceding sections. The purpose of this paper, rather than being a comparison of two representative samples of research subjects in yoga and aerobics classes, is to suggest that a juxtaposition of methods of teaching might reveal practical knowledge about empowering students in an aerobics class. Before discussing teaching and empowerment in particular, I offer the following theoretical perspectives on aerobics which are grounded in Cultural Studies, the assumptions of which are discussed below.