Adipocytes can increase in volume up to a thousand-fold, storing excess calories as triacylglycerol in large lipid droplets. The dramatic morphological changes required of adipocytes demands extensive cytoskeletal remodeling, including lipid droplet and plasma membrane expansion. Cell growth-related signalling pathways are activated, stimulating the production of sufficient amino acids, functional lipids and nucleotides to meet the increasing cellular needs of lipid storage, metabolic activity and adipokine secretion. Continued expansion gives rise to enlarged (hypertrophic) adipocytes. This can result in a failure to maintain growth-related homeostasis and an inability to cope with excess nutrition or respond to stimuli efficiently, ultimately leading to metabolic dysfunction. We summarize recent studies which investigate the functional and cellular structure remodeling of hypertrophic adipocytes. How adipocytes adapt to an enlarged cell size and how this relates to cellular dysfunction are discussed. Understanding the healthy and pathological processes involved in adipocyte hypertrophy may shed light on new strategies for promoting healthy adipose tissue expansion.