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Edited by on March 17 2011 at 6:50 PM

I arrived on the scene at Milk Studios, big girl camera in one hand, blackberry in the other, ready to blog and tweet the world from a photo shoot by Gilles Bensimon for a new line of active wear from Equinox. Known for sexy-get-your-ass-in-shape ads, I was steamed up inside to find shirtless beauty and taut Lycra sheen.  Fashionindie and Lookbooks Editor-in-Chief Sam Lim was asked to style this worked up shoot for Aha Life and the Equinox website, and turn yoga garb into high fashion sex on a stretch band. She worked it. And I ended up lending a hand. See it on Aha Life now!

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

When I walked in, Karen Desouza was clad in itty-bitty rolled over blue piercing gym shorts and torn fishnet… everywhere. And she was getting it on a fitness ball with the smoking hot Ben Bellucci in black swishy pants and nothing else. While Karen and Ben stood, limbs entwining in some tantric sex-fighting charade, the venerable Gilles Bensimon sat low on his stool announcing direction to the sounds of Aerosmith’s Love in an Elevator: “Extend your back leg.” “Strong hands.” “Chin down.” “Chin down.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

In the back end, another model, Allison Meiresonne is in prep. Makeup artist Dana James is responsible for the flawlessly blocked gym ready skin. Since the clothes are super basic, hair and makeup needed to be insane, yet purposefully proactive like the clothing itself. Thus, she shaded the eyes smoky with Smashbox shadow and airbrushed on the line of blinding color.Up top, Damon Alfonso worked the hair, teasing it huge like she’s been windblown on a treadmill for an hour followed by tai chi with a hot instructor.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Blonde beauty Alison arrives from the abyss ready and dressed for a jog in heels. And it’s war. I had just heard her say during the ready process that she wasn’t feeling sexy with the types of songs Gilles was playing. And if she was to look her damn sexiest, it had better change. Whelllll then. I gingerly pass along word to the people in charge, and they recommend I put on some different music. But then I turn to the owner of the iPhone connected to the speaker. It was Gilles’ assistant. When I mentioned a music change, she glared slightly and told me that “Gilles will not shoot to their music.” Okay. Might have just stepped on a toe or three. Time to step away from this situation and let it play out as it may. They switched to Karen’s iPod for approximately three down ass workout worthy rap songs when it was switched back to Gilles more rockin’ repertoire. Lesson learned. If you’re Gilles Bensimon, your needs outweigh that of the models.

Back to the visuals now. Place a plaited rope between two models and watch the battle go down. Sam shows them where to stand.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

No, this is where it needs to be. Gilles explains just how much space he needs between them for spatial perfection.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

And PULL.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Stylist duty calls. Time for Sam to fix a shoe.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Now here’s where my genius kicks in. I’m looking at this scenario in front of me, and Ben is in a shirt. Now, the shirt has to stay in the shot because it is after all a shoot for Equinox’s new line of clothing. But those abs! We daren’t shield them from vision! The wheels in my brain are cranking and turning, so I nudge Sam and say, “What if the girls were tearing off his shirt…..”

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Done and DONE. Sam shows the girls how it’s done.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Yes. PERFECT. Brilliant.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Okay, wardrobe change. This could be a bit tricky. Seeing as Sam used a fishnet sock as Karen’s top for the first take, we may be facing a challenge. Equinox has amazing workout gear, engineered specifically to breathe in certain curves along the body, and look super fly for an actual gym sesh. However, at this photo shoot, the selection is a touch slim. Though actually not slim enough for Karen – the tight stretch tank is actually slightly baggy on her. So we play. Yes, ropes quite rightly work as a top, when strategically censoring.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Next shot: Ben in the middle, ladies – fight over him. Go!Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Hmm, no that’s not quite enough. And though it would seem like it in the picture above, this was not the model’s brilliant idea: “Let’s get out that elastic band and tie him up in the middle. The two girls can pull on the band and fight over him that way.” It was not mine either, but not surprisingly it was Creative Director Bianca Kosoy that thought of this dynamite pose. There was only one snag – the elastic band had gone missing! So we searched, and I swear it was no where. Almost the entire crew and I looked up and down, under every jacket, every article of clothing, by the other gym equipment, around Gille’s dog (maybe it had become a chew toy?), maybe the front desk dude saw it just walk out?? NO! I couldn’t find it.

I finally gave up, and walked back into the thick of the shoot and there Sam was… with the elastic band slung around her neck. WHEW! Thank GAGA someone had found it.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Because if they hadn’t, this could never have happened:

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Wait. TIME OUT! Dana needs to reapply the sweat. She’s been lathering up the models with this glycerin/acetone potion that reads like beads of sweat on the skin. Best. Job. Ever.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

From before – can’t hold out on you. Even Karen can’t help but smirk.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

Sam Lim is now on constant style watch for that top she tied herself. Needs a quick fix.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

AND WORK IT. This is how Gilles Bensimon does it.

Sam Lim Styles Sexy Gilles Bensimon Shoot: Behind the Scenes

It’s a WRAP!

Photos by Jessica Lapidos

Story by Jessica Lapidos

I impart my daily love of light layering, thick-as-thieves platforms and undiscovered fashionable gems. I love to turn a phrase, and in truth I'm a designer at werq.