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Roger is the owner of a very successful and exclusive health club. His gym attracts good looking women and men who want to pump iron, aerobicise and mostly socialize. Roger and his beautiful aerobics instructor, Annie, work out together in and out of the club. Annie pushes Roger to complete in the National Aerobithon. But for Roger to even come close to winning he must overcome his fear of defeat - in front of Annie and the world.