Nonepithelial breast malignancies are rare. A review of 363,801 malignant breast tumors reported to 26 population-based registries between 1994 and 1998 identified only 0.4% (1,401) as nonepithelial in origin. The median age of women with nonepithelial cancer was 53 years, 10 years younger than that of women with epithelial cancer. Clinical characteristics suggestive of adenocarcinoma of the breast rather than phyllodes tumor include skin invasion, ulceration, or peau d’orange. Shiny thin skin is a characteristic of phyllodes tumors, but this is due to pressure necrosis rather than actual skin invasion. On mammography, phyllodes tumors are often smooth or lobulated, with well-defined margins. Ultrasound will occasionally demonstrate fluid-filled, elongated clefts within a solid mass, a classic sign of phyllodes tumors. Although many of these are present in the patient in this case, one aspect of her presentation that was not suggestive of phyllodes tumor was the presence of clinically positive axillary lymph nodes. The malignant component of a phyllodes tumor is sarcomatous, so metastases to axillary nodes are rare. Although clinical and imaging characteristics may suggest phyllodes tumor or epithelial malignancy, a histologic diagnosis is the only method of reliably distinguishing between these entities.