ok ur not fat. ur barely pudgy. 5'5 and 140 isnt tht bad. i mean i kno wht u mean w/ the whole friend deal and kno wht u mean w/ a 5'8 1/2 friend whose 109 thts too skinny. i have a friend and she 6'1 and 135 i think mayb 130 but she has the smallest bone structure and lol no muscle. tht could be something u should think bout. muscle is weighs more than fat. lol. just do some situps adn thtll help tone ur stomach and jus b careful w/ wht u eat. hope it helps. u can email me at TQueenoftheCouRt@aol.com if ya have ne more ??s.