I was where you are a year ago ! I was 265 ' 5120 lb . I was always skinny but had no muscle definition and large thighs I hated . Now I weight 125 lbs and I ' m down 1 pant size . I have a flat stomach and toned arms . My legs are skinnier as well and are starting to show muscle definition . Here ' s what I did . I started very slowly . First I was going to the gym a few times a week doing cardio and playing with weight machines . Then I did a 30 day beginner program from bodybuilding . com which taught me about the basics of lifting and how to do certain exercises . I did another program from the site for 2 months after that which was mostly machines again and this is when I started counting calories to maintain . I started growing muscles and losing inches . I made sure to eat lots of protein , veggies , oats , chicken , generally healthy food . I slacked off in the summer but now I ' m back on and I ' m doing Strong Curves . I highly recommend this program . I started at a high body fat content and not knowing anything about weight lifting to being able lift heavy weights heavy for me , but getting there . I say start slow , don ' t jump into anything that ' s gonna make you feel overwhelmed . It ' s scary going into the weight section , but just go for it . Pretend like you belong there and watch lots of form videos beforehand . Bodybuilding . com has a great selection of how to videos for all lifts and machine . That ' s how I managed to learn everything , by watching videos and going for it . It ' s really worth it ! I have more energy , I no longer get odd aches and pains in my joints , I feel more awake and rested in the morning and I feel great . Make sure to do it at your own pace and have fun with it !