I'm 5'5" 135lbs. And I ordered a large and it fits good. The top is long enough and the panties are adorable because of the seam up the back. It is 60% nylon and 40% cotton. The black brand tags will definitely have to be cut off. It seems to be sewn well and only a couple of threads I'll have to trim. The top has adjustable straps like bras do and that's a plus. There is nothing velvet about it yet it is soft. I like the large because it hides that little fat pad under my arms and doesn't create any back fat if I was to wear it under a shirt.