What's up with "toning?" To me, toning means simply getting lean enough that the underlying muscle is visible; in effect building lean muscle while burning fat. A muscle is toned by nature, however the amount of fat on top varies, as does the amount of subcutaneous water being retained, hence the puffy and/or "bulky" look. What we really want is visible muscle definition with little fat, resulting in smaller overall arms, legs and torso. Maximizing and preserving valuable muscle is key since the amount of lean muscle a woman holds is the #1 most important predictor of resting metabolic rate.