Oops I meant thin lining but you got it, I love the lined ones so when it's chilly there is nothing to worry about but being a 40D would this be a bra that would more of less push them up a bit. Already big and you know this I want to minimize you think this would maximize sexy club night and just okay under tshirt night. I know it's so hard, and I normally get me VS bras but its just to tight for everyone..... :( Let me know what you honestly think..................