I hope someone can explain this to me, because I am really getting discouraged. I am a 32 year old woman who has always had a pretty athletic body. I always weighed a lot more than I looked like I weighed, and I assumed it was because I was pretty muscular. Well, for the past few years I haven't been real active, and I lost about 10 pounds (without any exercise) and have stayed about the same for 2 years. The problem is, even though I was very happy with my weight, I felt like I was getting a little flabby and wasn't feeling very healthy. So, I started going to the gym about 6 weeks ago. Well, I am doing the nautilus circuit and am working my way up in time on the elliptical(sp?) trainer. ( I am a smoker and could only do about 5 minutes to start without feeling like I would pass out, but now am up to 20). I do about 2 sets of 20 with 50lbs on the leg machines (135 lbs on the squat one), and about 2 sets of 15 at 50lbs on all the arm ones, and 2 sets of 20 at 70lbs on the ab and back ones. I go about 2 to 3 times a week. In the past six weeks, I have GAINED 8 pounds! I gained 6, then I lost 2, then I just gained 4 more. I am not happy about this at all. I know I am gaining muscle in some areas (especially my legs, my calves are getting huge and my arms are getting more muscular, but bigger), but it seems like now my body doesn't look at good as it did, and I have more noticeable cellulite on my legs and my stomach is getting bigger (maybe more muscle underneath) and it seems like I'm getting love handles (which I didn't have before). It seems like things are moving around and maybe fat is coming to the surface. I don't know if it works that way or not. I haven't changed my diet at all. Can someone please explain this to me? I am feeling better overall and healthier, but I don't want to keep gaining weight, and I liked the way my body looked better before. Thanks for any advice you can give me.