Many factors determine fat distribution. One location that women often store fat is on the thighs. The fat stored in these cells comes from the blood vessels that provide oxygen and nutrients to all your tissues. As the nutrients spread out through the tissue, these cells specifically take up and store fat. As more fat is stored, the cells become larger. With continued growth, the cell's red nucleus may be pushed to the side, and the cells begin to touch each other. As they grow even larger, they begin to fill in the space between muscle and the skin above it. They ultimately grow their own blood vessels in order to sustain their growth. Fat cells can get big enough that they're visible on the outside of the skin - which is what we call cellulite.