Abstract Context This study was designed to understand causes and critical periods for postpartum weight retention by characterizing changes in body composition, energy intake, energy expenditure and physical activity in women with obesity during pregnancy and postpartum. Design In this prospective, observational cohort study, body composition (plethysmography), energy expenditure (doubly labeled water, whole-body room calorimetry), physical activity (accelerometry), metabolic biomarkers, and eating behaviors were measured. Energy intake was calculated by the intake-balance method for pregnancy, and for 2 postpartum periods (0 to 6 months and 6 to 12 months). Results During the 18-month observation period, weight loss occurred in 16 (43%) women (mean ± SEM, −4.9 ± 1.6 kg) and weight retention occurred in 21 (57%) women (+8.6 ± 1.4 kg). Comparing women with postpartum weight loss and weight retention, changes in body weight were not different during pregnancy (6.9 ± 1.0 vs 9.5 ± 0.9 kg, P = 0.06). After pregnancy, women with postpartum weight loss lost −3.6 ± 1.8 kg fat mass whereas women with weight retention gained 6.2 ± 1.7 kg fat mass (P < 0.001). Women with postpartum weight loss reduced energy intake during the postpartum period (compared with during pregnancy) by 300 kcal/d (1255 kJ/d), while women with weight retention increased energy intake by 250 kcal/d (1046 kJ/d, P < 0.005). There were no differences in the duration of breastfeeding, eating behavior, or metabolic biomarkers. Conclusions Postpartum weight gain was the result of increased energy intake after pregnancy rather than decreased energy expenditure. Dietary intake recommendations are needed for women with obesity during the postpartum period, and women should be educated on the risk of overeating after pregnancy.