This 43 y/o female had received bilateral silicone breast implants after undergoing radical mastectomy for infiltrating ductal carcinoma. Five years later, she underwent simple mastectomy due to asymmetry of her breasts. The specimen had a 7.0 cm diameter cyst (implant) that was leaking clear sticky material from the surface. The cyst was encapsulated in dense fibrotic tissue. The sections showed chronic inflammation and foreign body giant cell reaction surrounding vacuolar spaces.