Phyllodes tumors are uncommon fibroepithelial tumors of the breast. These tumors are graded based on the
World Health Organization criteria into benign, borderline, and malignant subtypes. While benign phyllodes
tumors are by far the most common presentation, borderline and malignant tumors have important clinical
implications, as they are more likely to locally recur and metastasize. The most common sites of distant
metastasis include the lung, bone, heart, and liver. Rare spread to the small intestines, kidney and pelvis
have also been reported. We report a case of a 71-year-old woman with a history of locally recurrent
phyllodes tumor of the breasts found to have retroperitoneal and intraperitoneal metastases. The
retroperitoneal mass was just below the left kidney, extending into the pelvis, and overlying the psoas and
iliacus muscle. The second mass involved the second portion of the duodenum, the proximal transverse
colon, and the overlying mesentery. This is a rare case of delayed metastatic spread of phyllodes tumor to
two sites, seventeen years after first presentation.