Sherry Williamss journey to becoming a Former Fat Girl began when she was lying on a doctors exam table in April 2001, seeking help after months of dizzy spells and frightening blackouts. As the doctor maneuvered through the exam, Sherry was forced to confront her true size. “I was disgusted,” she says.

“I looked at myself naked in the mirror, and thought, ‘I know theres something better underneath.”

Not only was she nearing the 300-pound mark, but her LDL level cholesterol was dangerously high. Sherrys doctor gave her a list of foods to avoid and low-fat, low-cal alternatives. Just by following “the sheet,” as Sherry calls it, she dropped 20 pounds (and lowered her LDL by 20 points) by her next doctor visit a month later. A huge accomplishment for a woman who would stop for a banana split every night and, afterward, hit the drive-through for two cheeseburger-combo meals.

Sherry continued to make small changes in her diet, downsizing to smaller plates to control portions and scheduling a monthly “cheat date.” “I stopped that all-or-nothing thinking. I couldnt completely give up McDonalds, or Id snap,” she says.

And then Sherry tackled the real challenge: exercise. From her library of dusty fitness videos she chose the Tae Bo tape. It took almost a month of daily attempts for her to finish the eight-minute workout; almost twice that long to complete the advanced version.

Still, three months after that humiliating doctor exam, Sherrys weight had dropped to 228, a 61-pound loss. Her family urged her to stop. “They were so used to seeing me heavy,” she says. “But I love competition. If you say I cant, I say, ‘Let me prove myself.”

And she did. Today, at 160 strong, stylish pounds, Sherry says shes found that “something better” hiding under those layers of fat. And it isnt just muscles, and a waist, and a body half the size it was six years ago. Its a healthier, more self-aware and self-assured woman.

“I was always focused on making other people happy,” Sherry says. “Now, Im more content with who I am inside.”