I live in Knoxville, Tennessee, a good old Southern town where the men measure their masculinity in terms of touchdowns scored, pounds benched, and beers chugged without unpleasant intestinal incident.

The men here don't exercise. They "lift." They come to the gym at night wearing denims cut off at the knees and tank tops that reveal their chest hair, and they pump iron. They do this loudly and with much exertion, because this is what men do. Men do not take spinning classes or experiment with yoga (or any variety of stretching, for that matter). Nor do they ride on those ridiculous elliptical trainers, or balance on those inflated balls that resemble something from a Siegfried and Roy show. Instead, they churn out short sets, hoisting vein-popping weight, then stand around the television debating the various merits of Fergie's fake breasts.

For the most part, this is fine. I, like a majority of women, prefer a man who is solid and tight. Sexist as it may be, a defined muscle on a boy is a desirable thing. I mean, LL Cool J is not selling albums because his rhymes are still hot. And while Topher Grace may be charming and funny, I don't know any women who really want to sleep with him. Dennis Quaid-now that's another matter.

So muscles count. But, as with all physical things, there are limits to what is attractive. Like a woman with too much plastic surgery, a man with too much bulk screams narcissism. Getting in shape is a worthwhile pursuit. Hoping to "Get Huge!" generally indicates an unnatural fixation with muscles and the expansion of the real estate in your body, an obsession only a few women will indulge and even fewer will appreciate. How much is too much? Which muscles matter most? I took a poll of all the attractive, fit women I could find at my gym. Using their combined opinions, I present the following guidelines:

1. Big is fine but not necessarily better. Muscles look best when they are earned from real-life experience. Dancers, track stars, basketball players-they all have honed bodies that are fully developed and in proportion. The opposite is the vanity physique: big triceps and pecs sprouting out of a soft, boxy torso; a giant back fanning up from a saggy butt. You may think you look great, but take it from a woman who has spent a lot of time at the gym: You're leaning less toward sexy and more toward silly. Popeye comes to mind. So, unless you're hoping to attract Olive Oyl, train hard, but evenly. Worry less about inches on your chest than honing the overall machine. Women could give a hoot about the circumference of your quads. Looking firm and hard in a pair of 501s is something else altogether.

2. A six pack is so not worth the trouble. Long considered the ultimate definer of hot body-ness, ripped abdominals-while occasionally photogenic-aren't really all that important. The sexy bit is the stretch of muscle just below the navel, where loose jeans hang and belts rub. See: Brad Pitt, Justin Timberlake, Will Smith. This is not to say that your belly should be slack, or, ahem, bulging. Aim for a flat, toned midsection, one with moderate definition. When you find yourself counting your muscles, it's time to step away from the mirror and go have a cheeseburger.

3. When you lift, wear clothes that fit. There is an unnerving tendency among muscleheads to wear draping tank tops and saggy, seizure-inducing patterned pants. The overall effect is Emeril meets Menudo. Which is to say, not good. Equally bad are bike shorts that suffocate your manhood and any chance of impressing the ladies, no matter how significant said manhood is. Invest in some workout shorts and a fitted tank. No one in the gym wants to see your nipples or your boys.

4. Keep the grunting down. A little muted groan after each lift is fine. A prolonged wail is attention seeking. And makes you look like a wimp. Like maybe you should lower your weight. And watch less porn.

5. Bragging is so 1982. There was a time when boasting about your fitness was normal. (Remember Perfect?) That time has passed. Even Arnold Schwarzenegger has stepped out of the ego bath. So, when you walk around telling everyone within earshot that you are "the third best body in Tennessee," what you are really saying is that your mama didn't hug you enough in preschool. Which is sad, but still.

6. Legs aren't just for girls. I can't count the number of toned men I've seen whose otherwise rocking bodies are spoiled by legs that dwindle into sad little cocktail straws. Yes, cut biceps and lats are glorious. But resting them atop bony thighs is like putting caviar on a Triscuit. There is a reason Lance Armstrong got Sheryl Crowe. And it isn't his hair.

For the rest of this article, order the Spring 2005 issue of Men’s Health Muscle by clicking here.