We discuss an unusual case of a large cystic mass arising in the left upper quadrant of a 48-year-old woman. Radiological investigations could not confirm the origin or the nature of the mass. A laparatomy revealed a large retroperitoneal cystic mass sandwiched between the left adrenal, spleen and the gastro-oesophageal junction. Histological analysis confirmed a mature teratoma of the retroperitoneum with neuroendocrine carcinoma arising within it. To our knowledge this is only the second reported case of its kind.