June 14, 2013— -- Zsalynn Whitworth is a natural beauty, with deep brown eyes and a captivating smile, but at nearly 500 pounds, she is so desperate to earn money for weight-loss surgery that she models for fat-fetish websites.
"It makes me feel like a circus freak," she says in a new movie about women struggling to lose weight, "but if that's what guys want to see, I go to the circus."
Judy Sinclair lost 180 pounds after a gastric bypass operation, changing her hairstyle, getting stylish new glasses and taking up healthy eating and yoga.
"If I could still be my own weight and be healthy, I wouldn't be doing this," says Sinclair, 47, in the movie. "I am doing this because I don't want to be 62, lying in a hospital bed."
But for Dawn Brooks, a yo-yo dieter in her 50s, gastric band surgery hasn't been a cure-all. "I have probably gained and lost four people," she says in the movie. "At my age, it was way too challenging."
After losing 100 pounds initially, she jumped back up to 288 pounds and resents Sinclair for her inevitable personality change as she becomes a thin woman.
These "girls" -- all morbidly obese -- have been friends since the 1990s, first meeting in at the Austin, Texas, chapter of the National Association to Advance Fat Acceptance, and partying together in the Big Beautiful Women, or BBW, community.
They have tried every diet under the sun and an array of pills, but nothing has worked. So they look to weight-loss surgery.
As some succeed, others fail and one friend dies, their relationships with one another -- and their husbands who married their wives as larger women -- change profoundly.
Director Alexandra Lescaze follows the group in a new movie, "All of Me: A Story of Love, Loss and Last Resorts," as they struggle to maintain dignity and friendships in a world that devalues and humiliates those who are fat.
The documentary received some money from Chicken & Egg Pictures, a fund that supports women in film, and has its world premiere this weekend, June 15 and 16, at the Los Angeles Film Festival. It will also air in early 2014 on the PBS Independent Lens Series.
"Fat people are seen but not heard," New York filmmaker Lescaze told ABCNews.com. "You look at them, but don't get past the fat. The reactions we are getting to the film are 'Wow, these women are intelligent, funny and brave and have deep interior lives."
Lescaze said she became interested in the topic when she met a woman who had undergone weight-loss surgery. "I realized these people potentially have the chance to live in a totally different body."
About 220,000 Americans a year have undergone weight-loss surgery, according to the American Society for Metabolic and Bariatric Surgery, a number that has jumped from about 16,000 such procedures in the early 1990s.
High-profile patients include television weatherman Al Roker, singer Carnie Wilson and most recently, New Jersey governor and potential presidential candidate Chris Christie.
"There is a difference between thin and fat thinking -- putting on your socks, fitting into a restroom, checking around to see if you're the fattest person in the room," says Brooks in "All of Me," who swore she would never resort to surgery.
Surrounded by the temptations of Austin's fast food, ice-cream stands and drive-up food windows, the women are their own support group.
"We were together as fat girls and as fat women and now getting to be smaller together," Brooks says.
Brooks has her gastric band -- packets of saline -- adjusted every few months. The right amount of constriction helps with hunger control. When she eats too fast, she throws up. But that doesn't stop her from eating soft ice cream and Cool Whip.
"Not being able to eat and make myself feel better is the hardest thing," she says.
Brooks fondly remembers the 1970s, when she was a 350-pound calendar model. "I was a gag gift to some. To others I was what they had been looking for," she says. "I would put on a bathing suit and chase an ice-cream cone."
The director uses flashback photos to chronicle the women's battle with weight loss. Sinclair says that as a hefty 16-year-old, a boy "mooed" at her. By the time she was in her 40s, she joined a Big Beautiful Women group.
"I had no idea I was the subject of so many men's fetishes," she says in the movie. "One person wanted me to sit on him."