I typically wear leggings or some sort of shapewear under my workout pants.  I tried this item after a lot of research.  I did not have a good experience with these leggings and I am sending them back.  The material had almost no "give"; and the pants were not flattering at all.  I am a medium with a very small waist.  However these pants were so tight in the waist that I could barely sit down.  The material felt cheap. These were by far the least confortable leggings I have ever put on.  While I have read that many people have had a bad experience with the Spanx Look at Me leggings, for me, the Spanx  were great and I am going back to them, even though they are a bit more expensive.