A 41-year-old female presented to the our patient clinic of Alexandria oncology center with two years history of gradually growing giant tumour of her Right breast with pain. She denied any weight loss or loss of appetite and had no history of trauma. There was no personal or family history of breast cancer and her past medical history was unremarkable. Her first menstrual period was at the age of 12 and she had 3 healthy daughters.On physical examination, the patent right breast showed some tenderness and appeared extensively swollen with huge globular lobulated mass with thinning out of the skin due to marked tension with areas of skin ulceration. The contralateral breast was of normal size with no palpable masses. Axilla was clinically free with no palpable adenopathy. All laboratory investigations were within normal values.Mammogram was not possible because of the size of the tumour. Breast U/S showed polylobulated mass with cystic and solid components. Core tissue biopsy showed mixed epithelial stromal proliferation suggestive of phylloides tumour. CT chest, neck and abdomen were unremarkable with no evidence of distant metastasis. Right modified radical mastectomy with axillary clearance of level I and II because of high suspicion of malignancy was performed.The excision scope was determined based on the size of the tumour. To achieve a negative margin, the incision margin was 2cm away from the tumour external border. The tumor measured 46 x 37.5x 29 cm and weighed 8.6 kg ex vivo. Microscopically, the tumour was composed of compressed ducts lined by epithelium arranged in clefts and surrounded by overgrowth of stroma arranged in a leaf -like structure, the pathologic findings was consistent with borderline giant phyllodes tumour. The resection margin was negative with tumour free zone that ranged from 1 to 1.5 cm. No malignancy detected in the dissected axillary nodes. Horrible defect was left behind and a bipedicled TRAM flap was the option of choice to graft the defect taking into account the huge defect that needs a large flap with adequate blood supply. The abdominal fascial defect was repaired with prolene mesh. Recovery was uneventual apart from small area of ischemic necrosis that was debrided and closed with sutures.