I have thicker arms and normally wear a 38DD, I rely on showing off my waist so I don't look too chubby. This lifted in the front and did not hug the waist like it does in the picture. Even if went a size up to fit my boobs, it would still look like a trash bag around the mid section. I think if you are really small then you can get away with this one, but personally it was a "no" for me...