don't discount muscle-building. you burn 75% of your calories per day when you're sedentary, and more lean muscle will up the calories you burn per hour. that said, if you choose to build some muscle, do what Crew07 suggested and do some core exercises, ones like dips and pullups and squats that target a bunch of muscle groups at once. you don't have to join a gym to do those. the nice thing about whatever sort of exercise you choose, it will help to reduce your appetite, and you'll start to get full faster. it's not possible for most people, but if you can do 4-5 small meals per day instead of three bigger ones, that's also better. and don't skip breakfast, since it will help boost your metabolism throughout the day. i think you'll find once you start counting your calories and fat intake, that you won't have a terrible time at getting less than 2,000 calories per day. it's really not that hard to do the running math in your head through the day. pastas are great as long as you're exercising, replace the butter with olive oil, and cut the cheese and beer. catch the salads with low-fat dressing when you're out instead of the fried foods. i also cut out most all red meat (not that it's really terrible for you) for lean meats like skinless chicken and turkey. yeah, exercise isn't exactly critical, but it's definitely nice that you can go out and exercise for just a short bit and burn off all the calories you had from lunch. plus it helps in that you don't then have to get on such an extreme diet, which overall makes things easier to stick with for a long time rather than the temporary diets that don't work in the end.