Muscle mass and fat are two different animals: Muscle is active tissue that burns calories around the clock even as you sleep, kind of like an engine running in neutral. When you move around, you burn more calories, just like a car will consume more gas the faster you go. Fat, on the other hand, is just a storage of excess energy. It does nothing but sit there with its sole goal in life to be a spare tire around your waist until you put in the effort to burn it off. Bodyfat is not particularly useful except as padding against bumps, as insulation to preserve warmth, and as a convenient surface where you can balance a can of beer while watching the game, as frequently demonstrated by my potbellied father. You need some bodyfat to stay healthy of course, but unless you're walking around with razor-sharp abs and sunken, fat-depleted cheeks year-round, you probably have nothing to fear.
Having recognized the difference between the two, let's get down to business: Getting rid of the fat and grow the muscles. Unfortunately, it is almost impossible to achieve both goals at the same time. The reason for this is that in order to maintain an environment in your body that facilitates fatburn, you must deplete yourself of calories. Growth requires extra calories, much like you'd need extra building material to add a room to your house. In addition, insulin, which is a key component of growing muscle, is the anti-Christ of fatburn and is released whenever you eat carbohydrates (how much and how fast depends entirely on the type of carbs, however.) The conclusion is that you'll have to focus on one thing first and take on the next challenge later on.
I recommend beginning by trying to pack on the muscle. That means you'll have to eat extra calories, including the extra carbs, and live with the fact that you'll probably gain a few pounds of lard in the process. There's no need to worry about this as long as you keep the increase in bodyfat under control and avoid ballooning like the Pillsbury Doughboy. Train heavy, eat lots of healthy bodybuilding food (pasta, rice, chicken, lean beef, tuna, oatmeal etc.) but no junk food, candy or alcohol.
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