Ok, here's a thought - you are 5'5" and 138 pounds - seems to me what you are forgetting is that this is a NORMAL weight!!! Of course you are not going to lose tons and tons of fat if you haven't much to lose Perhaps instead of attempting a diet you should focus on weight training and toning to get rid any extra fat. But don't blame Atkins for your cellulite - you aren't a teenager, face it - as we get older, yup, cellulite happens - as do baby stomachs, saddlebags etc!!