Human breast adipose tissue is a heterogeneous cell population consisting of mature white adipocytes, multipotent mesenchymal stem cells, committed progenitor cells, fibroblasts, endothelial cells, and immune cells. Dependent on external stimulation, adipose-derived stem cells differentiate along diverse lineages into adipocytes, chondrocytes, osteoblasts, fibroblasts, and myofibroblasts. It is currently not fully understood how a high-fat diet reprograms adipose-derived stem cells into myofibroblasts. In our study, we used mouse models of a regular diet and of high-fat-diet-induced obesity to investigate the role of dietary fat on myofibroblast differentiation in the mammary stromal microenvironment. We found that a high-fat diet promotes myofibroblast differentiation by decreasing microRNA 140 (miR-140) expression in mammary adipose tissue through a novel negative-feedback loop. Increased transforming growth factor 1 (TGF-1) in mammary adipose tissue in obese mice activates SMAD3 signaling, causing phospho-SMAD3 to bind to the miR-140 locus and inhibit miR-140 transcription. This prevents miR-140 from targeting SMAD3 for degradation, resulting in amplified TGF-1/SMAD3 signaling and miR-140 downregulation-dependent myofibroblast differentiation. Using tissue and coculture models, we found that myofibroblasts and the fibrotic microenvironment created by myofibroblasts impact the stemness and proliferation of normal ductal epithelial cells and early-stage breast cancer invasion and stemness.KEYWORDS Obesity, breast cancer, fibrosis, miRNA, myofibroblasts T he heterogeneous cell population found within the mammary stromal vascular fraction (SVF) is essential for extracellular matrix (ECM) remodeling and disease development. Despite the importance of the mammary adipose tissue, surprisingly little is known about normal tissue homeostasis. The SVF consists of multipotent mesenchymal stem cells, committed progenitor cells, fibroblasts, endothelial cells, and immune cells. Under the influence of a variety of hormones, growth factors, and external factors, mesenchymal stem cells (MSCs) in the stromal vascular fraction are able to differentiate into a multitude of cell types, including adipocytes, chondrocytes, osteoblasts, fibroblasts, and myofibroblasts. For example, to commit MSCs into the adipogenic lineage in vitro, the master regulators peroxisome proliferator-activated receptor gamma (PPAR␥) and C/EBP␣ are induced using a combination of dexamethasone, indomethacin, insulin, and methylisobutylxanthine, whereas in osteoblast differentiation, RUNX2 is activated using a mixture of ascorbate, bone morphogenetic protein, dexamethasone, and 1,25-dihydroxy vitamin D 3 (1). While these cocktails can be used to induce differentiation, the complex signaling pathways regulating adipose MSCs are not fully elucidated.Fibroblasts are critical for the production and maintenance of the extracellular matrix through secretion of ECM proteins, including fibronectin and collagen as well as