An upper body exercise apparatus having two identical devices each device having a cylindrically shaped handle for being grasped by a user, mounted parallel to a supporting surface, said apparatus comprising: said cylindrically shaped handle supported by, and mounted into, a handle support structure, said handle support structure generally oriented perpendicular to said supporting surface located on a solid base, and said handle support structure supported by said solid base, said solid base defining at least three recesses, the exercise apparatus characterised in that said solid base, said handle support structure, and said recesses are fabricated as one solid molded piece, in said solid base there are three or more spherically shaped balls placed in said recesses within said solid base, in said one molded piece there is a reduced diameter interference fit to retain said spherical balls within their respective recesses in said solid base, hertz contact strength bearing surfaces are located in said recesses within said solid base sufficient to support the user and thereby providing a friction interface of the movable spherically shaped balls and the recesses in said base, and said recesses capturing half of said movable spherical balls, said movable spherical balls permitting the user positioned in a prone position, to roll each of the two identical devices simultaneously while said user is grasping the handles of each devices in each of said user's hands, across a relatively flat surface, and in any direction simultaneously and independently, thereby allowing said user the capability of exercising said user's muscles and joints in any of said user's saggital plane, laterally in said user's frontal plane, and through said user's arm sweep rotation motions about a user's shoulders in the transverse plane. said cylindrically shaped handle supported by, and mounted into, a handle support structure, said handle support structure generally oriented perpendicular to said supporting surface located on a solid base, and said handle support structure supported by said solid base, said solid base defining at least three recesses, the exercise apparatus characterised in that said solid base, said handle support structure, and said recesses are fabricated as one solid molded piece, in said solid base there are three or more spherically shaped balls placed in said recesses within said solid base, in said one molded piece there is a reduced diameter interference fit to retain said spherical balls within their respective recesses in said solid base, hertz contact strength bearing surfaces are located in said recesses within said solid base sufficient to support the user and thereby providing a friction interface of the movable spherically shaped balls and the recesses in said base, and said recesses capturing half of said movable spherical balls, said movable spherical balls permitting the user positioned in a prone position, to roll each of the two identical devices simultaneously while said user is grasping the handles of each devices in each of said user's hands, across a relatively flat surface, and in any direction simultaneously and independently, thereby allowing said user the capability of exercising said user's muscles and joints in any of said user's saggital plane, laterally in said user's frontal plane, and through said user's arm sweep rotation motions about a user's shoulders in the transverse plane.