Dr. Annie Powell & Dr. Dennis Paoloni

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3,519 Combined Sign-ins

6,031 Results Logged

26 Combined Years Here

305 Months With A Sign-in

In 2012, Annie Powell had just moved to Westborough with three young kids and no idea where she was going to work out. She was driving through the center of town when she looked in the window of a gym that had just opened and saw a kid who couldn’t have been much past his early twenties coaching a room full of people swinging from a pull-up rig. That kid was me.

“I was like, oh man, that looks so cool,” she says. “But I don’t know if I could do it.”

Two years later her husband, Dennis Paoloni, walked into the same building. Under protest.

Between the two of them they have now signed in for 3,519 classes. They are both physicians. Neither of them came here for anything close to what they found.

It Started With a Phone Call

Annie was doing mostly yoga at the time, and she was intimidated enough that she almost talked herself out of calling. When she did, Brian Zancewicz picked up the phone.

“He sounded just like a yoga instructor,” she says. “I was like, hey, I’m a little bit nervous about this. It could be really intense.”

She came in the next day for what was then called Elements, our on-ramp program. I was the one coaching it. She has been here ever since.

And Then There Were the Burpees

Dennis’s version is different, mostly because for two years his version was “no.”

“Annie was always doing fitness stuff,” he says. “And I did none of that, because I just never worked out. At some point Annie mentioned it and I was super against it. I was like, why would I? That sounds horrible. And I heard it was, like, cultish. And I was against cults.”

What changed was the emergency department. Dennis was working overnights and second shifts, starving himself through a whole shift because he couldn’t stop to eat, then driving home at two in the morning past the only thing open on Shrewsbury Street in Worcester.

“And I just kept feeling worse about how I felt,” he says. “I was like, okay, we can’t keep doing this.” Annie bought him a gift card. He calls it a push. She agrees.

His first class was also with Brian — who, according to Dennis, miscounted his burpees. Twelve years later he still brings it up.

“It was Elements number one, as many burpees as you can in however many minutes,” Dennis says. “I was counting in my head, and then he was like, you need to do a few more. And I was like, you can just count it. I was so angry. I walked out of here nauseous and said I don’t think I ever want to do this again.”

Then, in the next breath: “But hey, by the way — I came back. I don’t like to quit.”

Sort of. For a long stretch he was, in his words, the punch card guy. “Nobody punched the card more than me. I liked having control over when I decided to come.” What finally made him regular wasn’t a program or a goal. It was what happened to Annie.

The Winter of 2015

“When I was 35, I found a lump in my neck that ended up being Hodgkin’s lymphoma,” Annie says. “At this point we have twins who were then in first grade and our youngest was in preschool. It was an incredibly scary time for me, and for our family as well.”

She was out of the gym through chemotherapy and radiation. Getting back in was, in her words, harder than she expected. She sat down with me and told me she didn’t think she’d ever do the things she used to do again. So she started over — literally. She repeated Elements, the same on-ramp class she’d taken in 2012, this time with Coach Jon.

She didn’t do it alone. The women from the 5am and 6am classes came to those beginner sessions with her.

Dennis remembers it from the other side of the front door.

“It was nonstop food at our house,” he says. “You’d open the door and there’s like three casseroles out there, and this went on for weeks and weeks. Just an immense pouring of support to Annie and myself.” He pauses. “And I ate most of the food, because Annie was going through chemo.”

That was also the stretch when Annie noticed her husband had quietly stopped being the punch card guy. “I vividly remember, that was when he started going really regularly,” she says. “I don’t know if it was conscious or not.”

The Rule

Here is the part most people at Prototype don’t know: for years, plenty of members had no idea these two were married at all.

“I never changed my last name,” Annie says. “Many people didn’t know we were even married for a long time. I’m sure there are still people who have no idea.” Her explanation is short: “I went to school for a long time. I’m not being somebody else’s last name.”

It also helped that she had a rule. Dennis was not allowed to come to the gym at the same time she did.

“I completely understand that she didn’t want me to work out with her, because she has friends,” Dennis says. “Why I couldn’t actually come to the gym while she was here was another story altogether.”

The rule has loosened. It has not disappeared. “If there’s a partner workout, he knows my preferred partners are my girlfriends,” she says. There was also a purple barbell he was not permitted to touch, an embargo she lifted exactly once, during the pandemic, and has not let him forget.

Twenty-Six Combined Years of Showing Up

We didn’t start using Wodify until 2013, so Annie’s first year here isn’t in the data at all. Everything after that is. Between them, the two of them have logged 6,031 individual results across 305 months with a sign-in. Annie alone has trained more than 200 distinct movements — snatch balances, farmer’s carries, Turkish get-ups, sots press.

Annie’s first logged front squat, in September 2013, was 80 pounds. In April 2025 she front squatted 170 pounds. That is not just her best lift — it is the most recent personal record in her entire barbell history. Twelve years in, the newest number is also the biggest.

And a note on the record, because it matters: her last written Wodify entry is from October 2025, but she has signed in for classes every month since, right through this one. She stopped logging. She never stopped showing up.

The weightlifting was never part of the plan. “It didn’t occur to me that I would be able to learn so many new things at this point in my life,” she says. “If you had told me I was going to know how to weightlift ten years ago, I would have thought you were crazy.” The family now travels to weightlifting meets around the country — Annie and two of their three daughters on the platform, Dennis in the stands.

Dennis’s first entry in the system is a 115-pound deadlift on January 8, 2014. In May 2022 he pulled 325 pounds. In January 2025, eleven years in, he set an all-time best hang power clean at 175 pounds. And this July — twelve and a half years after that first class he swore he’d never repeat — he logged two Rx PRs in group class, nine days apart. He averages two and a half sessions a week and has for a year.

“I’m still learning things I’ve struggled with the whole time I’ve been here,” he says. “Double unders, toes to bar. I’m getting better at them. I’m hoping to keep doing this for the next 15 years or more.”

The Front Squat Story She Actually Wants Told

Ask Annie for her most embarrassing moment here and she doesn’t reach for a scaled workout or a failed lift. She goes straight to the platform, and she tells it on purpose.

“I had three kids in 18 months — twins, and then another one nine months later,” she says. “I’m not embarrassed to talk about it, because it’s a very normal medical thing, but many women after vaginal births have some incontinence.”

Eric Rogers was there. He threatened to bring in a diaper the next day. He didn’t. Nobody made it a thing. She kept lifting.

That is the same lift that, more than a decade later, is now the strongest one she owns.

The Anchor Years

In March 2020, Dennis was working at St. Vincent Hospital — a busy, high-acuity urban emergency room — and nobody knew much of anything yet.

“He’d have the N95 on with another mask over it and the eye protection, and he’d go into the ER and be there for ten hours,” Annie says. “They wouldn’t take it off to eat or drink, because there was so much fear around the contagion. I remember you having the goggle indentations on your face.”

He’d come home from that, and get on Zoom to work out.

I ran personal training sessions in their basement over Zoom, free of charge, for a frontline ER doctor who needed somewhere to put it all down. Annie kept getting up for the virtual 5am. Eventually everyone came back — outdoors first, then inside behind shower curtains, which Dennis remembers looking ridiculous and not caring about even slightly. “I was all in, man.”

“During really times of fear and disruption,” Annie says, “this place and the people here have been an anchor to help keep us grounded.”

The Referral Chain

Ask Annie what she’s proudest of and she doesn’t talk about a lift. She takes credit for other people’s memberships.

“I am responsible for bringing Carolyn and Neal to the gym, among others,” she says. It started with a phone call from Neal one morning about Carolyn’s back trouble, and a plan involving morning stretches.

He did it. Carolyn started coming. Then Carolyn got Neal to join. You can read their story here.

That’s not the whole list. Between Annie, Carolyn, Neal, Julia, Melanie and Safdar, six people from one pediatrics department at the same hospital train at this gym. “It’s a house of learned doctors,” Annie says. Her kids train here. Some of her closest friends from outside the gym now come here. And, eventually, her husband.

Dennis brought his own thread in. In 2018 he came on the first annual Prototype golf trip. We’re still running them.

“We’ve made incredible friends here,” he says. “We’ve gone on tons of vacations with people. We’ve done golf trips with Mike and a lot of the guys here for years. This is an incredibly important social scenario for both of us.”

What They Actually Came For

Annie is the division chief of adolescent medicine at UMass Memorial Children’s Medical Center, a pediatrician who specializes in caring for preteens, teens and young adults — with a particular expertise in patients struggling with eating disorders. What she has learned in this building has changed how she talks to them.

“The other thing we don’t talk a lot about in med school,” she says, “is how much community and connection are absolutely crucial for emotional wellbeing and for longevity. It’s not just about the exercise. That is now very scientifically proven, and I have lived that here in ways that I didn’t expect.”

And then, the honest part:

Dennis, who has spent twenty years in emergency medicine, arrives at the same place from the opposite direction.

“Coming from a medical background, we get taught a lot of Western medicine, and how it’s reactive,” he says. “Somebody has a problem, we try to fix it. We wait until the problems start. Over the last twelve years I’ve realized there’s a lot of proactive things you can do to not get to the point where you need a lot of medical help. And there’s a huge role for exercise and community in that.”

He is blunt about where the other road went. “If I hadn’t come here and I’d continued on that path — working in the ER, working crazy hours, eating McDonald’s and Wendy’s multiple times a week — I probably would have had a heart attack by now. I mean, seriously. I owe this place a lot for that.”

If This Sounds Like You

If you’re someone who has driven past a place like this, looked in the window, and thought that looks cool, but I don’t know if I could do it — that is the exact sentence Annie said in 2012, before she made the phone call that turned into fourteen years.

If you’re someone whose spouse keeps telling you that you need to do something about your health, and you keep telling them no — that is exactly where Dennis started. He came in angry about burpees and stayed twelve years.

And if you’re a physician, a nurse, a first responder, or anyone else who spends their working life taking care of other people and none of it on themselves: there is a whole department’s worth of people here who found out that one hour a day, with other people, is not selfish. It’s the thing that makes the rest of it possible.

You don’t need to be in shape first. You don’t need to know how any of this works. Start with a conversation — no workout, no pressure, just a plan. Book a free No Sweat Intro and tell us where you’re starting from.

“This is one of the few things in my life that I just do for me. For those of us who are moms — we have spouses, kids, patients. This is mine. It’s become almost like a sacred practice of something I do for my own self.” — Annie

“It’s not about why do I come back. It’s just what I do. I’m going to continue until I can’t, because it’s just part of who I am now.” — Dennis

I didn’t know what I was building back then. I just knew I wanted a room where somebody could walk in and try something hard without being embarrassed about it.

Fourteen years later I’ve watched Annie come back from chemo and get stronger than she was before it. I remember her sitting with me telling me she didn’t think she’d ever do the things she used to do, and then I watched her prove herself wrong over and over — Grace Rx, pull-ups, the front squat that’s still her best lift a decade later. And I’ve watched Dennis go from the guy who walked out of his first class swearing he’d never come back to a guy who’s been here twelve years and is still setting PRs in group class this summer.

But the thing I keep coming back to is the food. When Annie was going through treatment, people from this gym showed up at their door with casseroles for weeks. Nobody organized it. Nobody asked anybody to. That’s not a gym thing. That’s a people thing, and it’s the part I’m proudest of.

Something else about both of them: when something is going on and you need help, they’re there for you. If you know me well, I don’t like asking for help. Erin, my wife, tends to push me here. There have been several times where something is going on with us — like my trip to the ER back in 2020 when I drank some highly acidic cold brew. It was an expensive belly ache, but Annie and Dennis got me in for help. Or something with our kids — we’ve reached out and they drop what they’re doing to help us figure it out. That’s who they are.

Dennis can go from playful, joking around, “watch this silly YouTube video,” to locked-in medical expert, and he knows what he’s talking about. Annie is the same way. She’s got a unique ability to show incredible compassion and empathy for whatever the challenging situation is.

They’re just amazing people, and I’m so glad they’ve been here and part of my life (selfishly) for as long as they have. I think we’re all in better hands and better as a community with Dennis and Annie. Thank you both for being part of this story, I’m so glad I could share it!

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This story was developed through a recorded video interview and shaped with the help of AI writing tools. The facts, quotes, and experiences are Annie’s and Dennis’s own — AI helped organize and present them in a format worthy of the story they’ve lived.