Looking back, Fred Kelley says he was, "hot and sweaty, cold and clammy, like a truck sitting on my chest."
He was also overweight, but thought surely age was on his side.
Kelly didn't think he could have a heart attack at age 43, but he was; And it nearly cost him his life.
He remembers the moment the doors were closed on the ambulance.
"I saw may daughter crying outside, and I thought if I live through this, I will change, I will do what I can. Fortunately I did that."
Seven years later Fred Kelley is a different man.
Today, he is down from a high of 308 pounds to 182 pounds.
He credits jogging and a major change in his eating habits.
Although he says he was never a sweetaholic, Kelley always had an appetite for fried foods, a southern staple.
One year after having the heart attack, Kelley took part in the Azaela Trail 10k Run in Mobile.
"I was able to do that thing one year after having a heart attack. I had lost 78 pounds," Kelley says.
Call it winning by losing, most of all call it a realization that what we do today will affect our tomorrows.