Abstract: A portable exercise device having an elongated tube with a pair of bolsters or handles fixedly attached to each end thereof. A third pair of bolsters is positioned intermediate the ends of the elongated tube and is slidably mounted on the tube in a reciprocatory movement relative to the pairs of bolsters at each end of the tube. Resistance elements are connected between the third pair of bolsters and the tube to resist the pushing or pulling of the third pair of bolsters. The machine is used for exercising a person's inner and outer thighs, the leg and abdominal muscles. A stand is provided for supporting the exercise machine when performing a bun kick.