Why should you care about exercising your upper back? Because better muscle tone gives you that sexy V-shape from shoulders to waist, helping your waistline look smaller. Stronger muscles along the spine also improve your posture.

Firm It
These exercises were designed by Carol Espel, M.S., exercise physiologist for Equinox Fitness Clubs of New York. For best results, do each exercise three times a week, with a day of rest between. Look to see improvement in four to six weeks.

• Holding a pair of 3- to 5-pound weights with arms down at your sides, stand tall with knees slightly bent.

• Tilt forward from the hips, keeping your back straight and your head aligned with spine.

• Inhale. As you exhale, pull in abs and, keeping elbows slightly bent, raise arms to shoulder height, as shown. Inhale as you lower arms to starting position. Do two to three sets of 12 to 15 repetitions.

Unfortunately, blemishes on your back tend to be bigger than the ones that appear on your face, and because the skin on the back is thicker, blemishes are slower to heal, too.

But you can get in the clear by showering with an exfoliating body scrub, such as Neutrogena Body Clear Body Scrub ($5.99) with salicylic acid; washing away dead cells allows anti-acne treatment to penetrate deeper into skin.

After washing, dab on an over-the-counter medication with 2.5 percent benzoyl peroxide-any product with a higher percentage could be irritating. If you have more than two pimples, it's best to smooth medication on your entire back, says Kathy Fields, clinical instructor of dermatology at the University of California, in San Francisco. This will prevent future breakouts. (Pimples form under the skin for two weeks before they reach the surface.) How soon will you clear up? Anywhere from five days to four weeks.

If you don't want to go backless due to a breakout, wear a flesh-toned shirtdress in airy mesh over a tank top. It gives the illusion of beautiful skin without baring all.

Arms

Firm It Blame genetics, but women tend to store fat in the backs of their arms. Going from flabby to toned takes persistence, so stick with this exercise and you'll see results. Holding a pair of 3- to 5-pound weights with arms at your sides, sit tall on a straight-back chair with both feet flat on the floor. Press your lower back flat against the back of the chair. Pull in abs. Bending elbows, lift weights behind your head, as shown above. Do not arch your back or rest weights on shoulders. Using the strength of your forearms, lift weights and extend arms over head until arms are straight, then lower arms to sides. Do two to three sets of 12 to 15 repetitions. Smooth It Embarrassed by those little red bumps on your arms? This "chicken skin" is actually a buildup of dry, dead skin cells around the hair follicles, says Michele S. Green, M.D., a dermatologist in New York City. Avoid plain soap and hot water-both are drying, which makes bumps worse. Instead, take a lukewarm shower and use a soap-free, moisturizing cleanser, such as Cetaphil. A few times a week, switch to a gentle body scrub. (like Earth Therapeutics Spa Purifying Sea Salt Body Scrub, $8.99.) Or lightly scrub with an exfoliating mitt. While skin is still damp, apply a body lotion with alpha-hydroxy acid (AHA) or lactic acid. This will help peel away the upper layer of bumpy skin. If redness continues to be a problem, ask your doctor for a topical steroid cream. Hide It A chic alternative to going sleeveless: A sheer shirt with a silky tank with graceful 3/4-length sleeves to cover upper arms while baring the rest.

A woman's life is full of beautiful milestones: walking down the aisle, a brand-new baby, the promotion you worked years for. Unfortunately, we accumulate more than experience: At key passages in our lives we tend to pack on the pounds, and as we age it gets harder and harder to lose them. That's why so many American women are constantly struggling to get back to their fighting weight.

To some degree, gender and genetics are to blame. Starting in our 20s and 30s, the body loses two to three pounds of muscle each decade. Though this occurs at the same rate in men and women, since men start out with a higher percentage of muscle, the changes are less obvious. Since one pound of muscle burns 150 calories a day, and one pound of fat burns only three, the arithmetic becomes obvious: As we age, metabolism slows -- about 3 to 4 percent each decade, according to the American College of Sports Medicine -- and unless we consume fewer calories or lift weights to increase muscle mass, our weight creeps up.

Still, love handles and cottage-cheese thighs are not inevitable. "You are not destined to be obese," says Madelyn H. Fernstrom, Ph.D., director of the Weight Management Center at the University of Pittsburgh Medical Center. "People want to blame their fat cells or their parents. We have to get away from this victim mentality." In fact, "Most weight gain is behavioral, not endocrinological," says Robert Rosati, M.D., associate professor of medicine at Duke University, in Durham, North Carolina, and director of the acclaimed Rice Diet Program, which provides meals, classes and medical supervision to patients. "It's usually due to decreasing activity levels." The key is to understand how your body is changing and then adapt your diet and exercise habits-not easy, but definitely worth it. Here are the major fat traps in a woman's life -- and how to avoid them.